Spidey's Harem
by West Mountai
Summary: Peter gets doused pheromone booster and is now attracting various women sexually, will he conquer this latest trial or be smothered by various females. PeterXGwen,MJ,Felicia, Kitty,Natasha,X-23,Emma Frost.Takes place in haremverse or Universe 1832. Redone
1. One man's Curse Part 1

First off, I in no way own any rights to the characters, universe, nor am I claiming rights to them in any way. This is not meant for profit only fun and if you paid for this is any way, you might be somewhat stupid

Prologue:

Not your average high school kid

Peter Parker was not having a good day, first he didn't get any sleep. Then he stepped in a puddle on his way back home from school, Gwen was hounding him about hanging out, the same with Mj since he had been flaking.(Not his fault, villains loved to cause trouble whenever his friends wanted to do anything). Harry was off with his father getting the help he needed with his altered personality. If he was still here, he could have been used to distract the girls while Peter worked, went to school, and did the super hero thing. Honestly did Captain America, Iron Man, or any of the other heroes have to put up with crap like this. He should get credit to use so get friends to back off or time of from school or something. And now Doctor Otto Octavius a well known scientist had a horrible accident and grafted his robotic arms to himself and gone crazy. Which was Peter Parker's biggest peeve right as of now

"Dr. Octavius, look can't we just talk. As a fellow man of science, I'm sure we can talk this out", Spider-man cried out as two clawed metal arms shot forward nearly lanced the web-head.

"Silence, I have no time to talk with the likes of a boy. Out of my way Spider-man", Octavious snapped as he threw his last three arms at Spider-man

"Great pick on the spider day", Spider-man sighed as he tried to web two arms together as be began to remember the doc had anger control issues.

He knew that since they were fighting in a impromptu lab, he could try and use those arms to short circuit the doctor. He shot his web at the upcoming arms knowing they would just rip the webbing apart but he had to get the doctor angry.

"Hey can I call you Doc Ock. You know eight limbs like an octopus, you name starts with Ock. Get it, get it", he smiled as the scientist scoffed at the mere mention of his new name.

"Stupid, inconsiderate like all teenagers, why must you bother me of all people", Doc Ock swore as he continued to analyze the young crusader.

"You see anyone else threatening a well mannered police captain. Yeah me neither", Spider-man chuckled as he pointed to Gwen's father.

"Why not call yourself mosquito-man", Doc Ock snapped as he lifted his head up high.

"No, who would be afraid of mosquito-man. It's like if I called you evil Dr. science. See no flare", Spider-man chuckled as he dodged several more blows.

"Must you keep this up", Doc Ock growled as he began throwing several cases of byproduct from his new generator for his four arms at the spider-man

"Was that why your wife left you-ah, you know what the cleaning bill for this is", Spider-man sighed as Doc. Ock shot an arm at the annoying spider-man but he simply dodged and the arm smashed into the power generator caused the arms to short out while stunning the doctor.

"Wow for a doctor, you are really stupid", Spider-man laughed as he landed next to captain Stacy.

"Thanks Spider-man", Captain Stacy smiled as Spider-man tore the rope to shreds.

"Agh, it burns, CRAP IT BURNS. HELP, AHH. FUCK THIS BURNS", Spider-man yelled as he threw off his mask before realizing he wasn't alone.

"You might need this son", Captain Stacy called out as he dumped a bottle of water over Peter as he looked at the kid.

"Ahh, I can explain", Peter called out forgetting the pain.

"Now worries, I already knew. Size, voice, attitude, all are yours. Quick hurry the police are on their way. But I want you to do something for me, in exchange for keeping this a secret", Captain Stacy smiled as he handed Peter a handkerchief to cover his face.

As he web sling-ed back home. He sighed as he entered his room and quickly showered and changed before heading out to the police station. He made it there quickly and sigh when Captain Stacy's car was there but froze when he saw both him and his daughter was there. Captain Stacy smiled when he saw Peter and waved him over. He knew what the payment was already, he wanted Peter to tell Gwen, who had come up with serious beef with spider-man

"Peter, you look good. Are you okay, Took a good shower I hope", the adult asked as his daughter looked at Peter.

"What", Gwen asked as she put her laptop away.

"Get in the car and we'll explain", Captain Stacy smiled as he looked at his daughter.

The three rode in silence as Captain Stacy pulled up and got take out before heading out back to his house and let the three get in.

"Peter, I want you to let Gwen now, she's just as brilliant but she had gotten lazy", he sighed as Gwen glared at her father.

"Dad", Gwen moaned.

"And she hates you know who", her father smiled as she looked around.

"Spider-man He sucks he hides behind a mask while he beats up people and makes more work for the police", Gwen growled as Peter sighed.

"What if he was doing to protect his family, his friends, think about it Gwen. What if he was me or Peter", her father smiled as he ruffled Peter's hair.

"What, never. You two are the best people I know and you would never hide behind a mask", Gwen smiled.

"Besides, she could help you out Peter. I believe you are gonna be one of the best", Captain Stacy smiled as he looked at Peter.

"I'm Spider-man", Peter sighed as he looked at Captain Stacy.

"You're Spider-man, Peter that's hilarious", Gwen cracked up as Peter walked on the wall.

"Gwen listen to him, he's telling to truth", Captain Stacy smiled.

"See can anyone else do it", he smiled as Gwen hugged him tightly and pulled him down.

"Ohmygod I'msosorryreally wait why didn't you tell me earlier and let me get mad at you for no real reason. I thought you flaked but you had to save someone", Gwen smiled but then scolded Peter.

"Yeah, sorry but I saved your dad today and he found out. But why are you having me tell her", Peter asked as Gwen smiled at she opened her laptop forgetting about the food.

"Look, Captain America, Iron-man, even the X-men. They all have people to help them and I have always thought of you as a son. With Gwen's skill in computers you two could be a good team and I won't tell a soul but there will be some ground rules", Captain Stacy smiled.

"Sure, what", Gwen asked as she looked up.

"First, I want you both to keep a B or higher average, after all a few slip ups are allowed. Second, you two need to contact me whenever you head out. Third, I want you to come to me, if you ever need help", Captain Stacy smiled as he opened the bag and pulled out a burger, "Got to get back to work, Gwen just access with my password."

"Thanks, so Peter you're Spider-man Does anyone else know", Gwen asked as she looked up.

"Yeah, Doctor Connors and MJ, I saved them both",Peter answered as she kissed Peter on the lips.

"Gwen", Peter asked as she reached back and gave him a burger.

"Peter, you matter to me and I'm sorry about giving you a hard time. I love you Peter Parker", Gwen smiled as she snuggled into Peter, "Can you tell me everything", she asked as Peter nodded and closed his eyes.

He started of how he was bit by the spider and how he learned of his strength, agility, and designed his web shooters. He described the thugs and the bigger villains, the shocker, Vulture, Sandman, and Doc Ock. He described Black Cat and explained her power with bad luck and how he knew she could be one of the good guys so to speak. And how he saved her father, all the while she snuggled into him.

She had loved Peter since they were kids playing with the three year older Eddie Brock Jr. The Parkers, Stacys, and Brocks were good friends and shared a lab with the Connors and save the Stacys were partners. She had always had a close bond with Peter as they were close in age and every night dreamed of being with him as his wife. When Peter turned eight the Parkers and Brocks died she wanted nothing more than to give Peter a family to love him and protect him. Eddie went to live with his grandparent while Peter's aunt May and uncle Ben came to live with Peter. She continued to stay by his side and even made friends with Eddie and Harry when they entered high school. There they met the lovely Mary Jane Watson and the three made a group the reminded the Stacys and the Connors of their little group way back when. Then when Gwen's mother died in an accident Gwen withdrew a bit fearing that Peter and MJ who had been close and were going to be a couple and closed herself off and shut out her friends. She became bitter and hateful when it came to MJ until Peter comforted her saying that to him Gwen was irreplaceable and she opened back up but stayed closer to Peter than the other friends, that was when she realized she loved him more than anything. After the revealing the Peter headed home for a good night rest and feeling great and after Gwen gave him a kiss good bye he had the best night of sleep he had ever had.

The moment he closed his eyes he entered a dream that he had to admit was awesome Gwen, MJ, and Cat were all around him and all were naked well except for Cat wearing her mask. The three offering every pleasure their bodies could offer and hated that he woke up. He took a quick shower and then headed downstairs and saw Gwen downstairs with her laptop.

"Good mourning", Gwen smiled as Peter turned to see the young blonde holding a black paper bag in her arms.

"Hey, Gwen. What's up", Peter smiled as Gwen rolled her eyes.

"Is that how your going to greet your girlfriend", she smiled as she kissed him and handed him the bag.

"Thanks, what's this for", she smiled.

"Hands free Blue-tooth and a wireless camera that will send video straight to my Laptop, my dad got them for us", Gwen whispered into his ear causing Peter to smile.

"Well glad you got finally got yourself a girlfriend, Gwen do you want to stay for breakfast sweety", aunt May smiled as she brought out a plate filled waffles.

"Thank you, I would love to aunt May", Gwen smiled.

"So when did you two little darlings hook-up as you kids say", aunt May smiled as Gwen blushed a bit.

"Yesterday, we had a talk and well", Gwen continued to blush when she the hands that which had interlocking fingers

"Ahhh, Peter take good care of her, she's special", aunt May smiled as Peter put some waffles for both Gwen and himself.

"I will", he smiled as the three enjoyed a good breakfast.

The pair went to school holding hands and as their last member of their click Mary Jane Watson was wearing her usual garb tight blue jeans, a pink blouse and white tennis shoes immediately noticed the smile on their faces.

"Oh my GOD", she yelled as she ran over to congratulate her two best friends on becoming a thing and to hide her sadness as she too loved Peter Parker.

"I know right, he told me his secret too. I still can't believe that my father knows and wants me to help him", Gwen gushed as she looked at their hands with their interlocking fingers and blushed as Peter pulled her into him and kissed the top of her head.

"Shh", he warned as she nodded and the two girls started talking about being a couple.

"Yo Bro, finally hook up with Gwen. That's the only thing that would make MJ squeal like that", Eddie Brock smiled as he nodded at Peter.

"Bro, you're here", Peter smiled as Eddie Brock approached him.

"Yeah, the doc has a presentation thing, so he brought me along to hang with you guys for a bit. As long as you don't mind hanging with a freshmen", Eddie laughed.

"A college freshman, man. So how is it, you must have had like hundred girls in your dorm already", Peter smiled as he gave Eddie a hug.

"Not that many, but none of 'em were anything special. Hang on to Gwen, she's on hell of a catch, unless you know she gets busted for hacking super government think tank", Eddie smiled as the pair approached the guys.

"Hey, I only got caught once and that was when I hacked my dad's files", Gwen growled playfully.

"Yeah and how many times have you hacked your dad's files, that was the only time I believe", Eddie chuckled as Gwen playfully hit his arm.

"Peter, protect your girlfriend. Beat him up for me", Gwen sighed as she grabbed his arm.

"Okay, I take it back", Eddie smiled as he raised his hands in defeat.

Meanwhile Dr. Connors smiled as he watched the group of friends smile and joke like if they had never been apart. It was good that regardless of Peter's and Eddie's parents death they still had a family amongst friends. Even with Peter and his condition in which he knew MJ had known due to the pair being saved from the whole lizard escapade. And the text that Gwen and her father knew he got from last night made him feel a bit sad. Eddie and Harry were out of the loop. Harry was gone so Peter had a reason for him not to know but poor Eddie would be devastated when he found out, well maybe not. He was quite mature and could see it as Peter trying to protect him from harm. But that could wait, he had a presentation to deal with.

Dr. Connors had managed to pull the three friends out of their classes in order to give Eddie some more time with his friends as he was actually having a hard time with his classes. And the five ate lunch together . Dr. Connors explaining the idea behind the presentation of how utility diamonds were made with the guys hanging on his every word. Gwen and MJ let the guys have their geek time and listened quietly. After the pretty much free day MJ and Eddie separated to give the couple some time alone to which due to some guy holding up a tour bus for money was spent with Peter saving everyone on the bus and catching some thug who thought he could escape Spider-man by running back and fourth. But elsewhere a more sinister plot was under way.

End of Prologue

AN:

I was hoping for some input on adding additional members to the harem, Gwen, MJ, and Felicia are going to be in as is Laura or X-23 as most know her as. Each character is slightly in AU in origin and slightly in attitude as to fit in what is universal setting. Peter is sixteen and already have been spider-man for a year and a half a. MJ will be a sixteen year old wanna be actress getting and beauty of Peter's school, Midtown High. Gwen Stacy will also be a sixteen year old and a huge techno geek and skilled hacker who is also the daughter of Police Captain Stacy. Finally Felicia will be a year older and a skilled cat burglar who will be swayed by Peter to join him in protecting New York. Aunt May will be a bit Auish as she is a bit more comical and pushing for Peter to get a girlfriend or at least start dating someone and will tease him about the fact that there are several girls lusting after his heart.

Finally, I was hoping on input on who should be added to the harem be it heroine or villainsno yaoi), because iI'mtorn and my lazy as fanboy friend who shall remain nameless*cough*RJ*cough isn't helping.

As a last note: MARVEL CHARACTERS ONLY, there will be no crossover with DC, anime, or anything thing like that.


	2. One man's Curse Part 2

AN: Sorry for the delay but internet was down when this finished, well chapter two will be up soon, so with my statement of I DO NOT OWN THIS OR ANY PART OF IT, so please don't sue here is chapter one

One Man's Gift is Another Man's Curse

Section Twelve- Penitentiary for Metaphysical Humans

Otto Octavius smiled as he was escorted into his cell, all was going according to the plan. There was no realistic strategy that would allow him to fight Spider-man and win, there were too many variables and since he was had a better physic then the aged doctor as well as having the ability to sense danger. It was sad but true but if he combined forces with the proper individuals, Spider-man would be exterminated. First he had to lose in a convincing matter and be arrested then he had to convince his soon to be allies to temporally join forces to crush Spider-man He went over the list in his head for his sinister six, Sandman, Electro, Shocker, Vulture, and last and least was Kraven. Each was gifted in one specific field of attack. Sandman had unpredictable attacks and Electro had range as well as electricity which could be used to disable him to some extent. The shocker being a hit man had the skill and experience that outmatched Spider-man's. The Vulture had flight which allowed multiple points of attacks and Kraven had his enhanced senses allowing them to know the general location of Spider-man And with his intelligence and tact leading them the six would be unstoppable. He had already found each soon to be member of his team and soon they would join forces.

Elsewhere…

Peter was web slinging when he found Black Cat hanging on the gargoyle cornered building that had become their meeting place.

"Hey Spidey, been hoping to would come this way", Black Cat smiled as she scooted next to the young Peter.

"Wasn't someone's Malaysian Tiger given back to the proper authorities", Peter smiled as Black Cat huffed.

"If your gonna tease me, I'll leave", she snapped not happy about giving back one of her favorite things.

"Hey I'm proud of you Cat really", Peter smiled as she kissed him.

"Hmmph", he tried to explain until he felt a weird feeling come over him.

A few minutes later Peter snapped back into reality, below him was a panting Black Cat. Remembering he was with Gwen he panicked and fled leaving the thief all alone

"Great, but he is too good to be pissed off at", she sighed as she found the climax so good she couldn't stand. She instantly knew she wanted him inside of her, hell if he was half as good with his dick as he was with her hands she would become a willing slave to him.

Peter was hauling ass, he's not sure why or even what happened but he knew that he had screwed her silly. Black Cat looked like she couldn't stand, if he wasn't with Gwen he could probably pursue a relationship with Black Cat. Then the full realization of the situation hit him he had just cheated on Gwen, it would break her heart. Maybe he could hide it from her. No, she needed to know and it would be what Uncle Ben would want. He yelled out as he called Gwen using the hands free blue tooth. After a few tries it wasn't working, he cursed as he headed for her house hopefully she was home.

Gwen was scratching that certain itch that needed scratching, while having yet another fantasy about Peter. However with a loud knock on her window as her man in a dual primary colored onesy entered the room with a very hungry grin on his face.

A couple of minutes later Peter laid on top of Gwen with a sated look on his face before quickly regaining control of himself once again.

"Oh my god, Gwen. I'm so sorry I never meant for this to happen really", Peter freaked as he jumped out of bed and covered himself with the spidey suit.

"Peter, look relax. I…I liked it…like a lot", Gwen called with a cherry red blush.

"Gwen, something is wrong and I need to find out what", Peter blushed as he went into here bathroom and quickly got changed.

"Peter, wait please", Gwen yelled but he fled out the window leaving the blonde in tears.

He dialed Dr. Connors and had asked if he could check him out and he had agreed that Peter should meet with him A.S.A.P. In the ten minute warning Connors' had already arrived at his lab and opened a window for Spidey before Peter had arrived.

"Doc, this is bad. Like I said I keep blacking out, it's happened twice", Peter sighed as he pulled down one of his gloves as the doctor already had a needle for the blood sample.

"You also mentioned being dosed in a liquid, can you describe it", Connors asked as blood began to fill the vial as soon as he was pricked.

"Yeah, it burned for a bit but other than that nothing, it was like very mucky and well arousing", Spider-man answered and blushed at the end.

"Hmm, I don't know of anything like that but with a few tests we should determine the cause. Gwen and MJ are worried about you, Peter just spend the day with them, nothing strenuous or demanding", Connors answered as the pair busted in.

"Right, but call me as soon as you find anything please", Peter asked as the girls looked at him sharing the same look of concern.

Doc Ock smiled as he had indeed gathered a few friends some of them were not the ones he wanted but this team could still easily destroy Spider-man Electro, Sandman, Kraven, Vulture, and the Shocker. And the best part tonight they would be free. In fact they were already escaping the pitiful holding facility, the boat was already in place as Sandman had killed a few of the guards with a laugh on his face. And soon the web head would be dead. Several police boats closed in around their escape route but Kraven with his enhanced abilities had literally ripped trough dozen police officers laughing at how easily they were felled by his bare hands. Montana was the first to reach the boat and put on his gauntlets as he fired multiple blasts at the boats. As Mysterio had covered them with a smokescreen made of dry ice and the water surround them.

"This marks the countdown to Spider-man", Doc Ock laughed as the Shocker took out the helicopter that filmed their escape.

Peter was with pair of ladies, both had knew his secret and they had gone to the movies to watch a zombie movie full of stereotypes. He did like that both girls were cuddling into him and hiding themselves from the scary parts that Peter himself didn't find scary. It was a zombie movie and you knew there were going to be deaths, he noticed Gwen was tightening her hold on his arm. He liked that she had forgiven him blaming the liquid but he still felt a bit guilty, but she told him not too. That deep down he had saved her father and lots of other people and the mere fact that he had told her proved that he wanted to be a good boyfriend. MJ had agreed saying that he was particularly mature in telling Gwen that he had sex with the former thief. In fact the pair wanted to meet with the white haired woman and explain the situation next to Peter, that they were a family and that as long as they stood firm and together they would persevere.

A loud ringing woke Peter up, he had tried to reach for his alarm but there was a weight on him. He tried to move his arms but they were asleep. Then it dawned on him, the three must have fallen asleep last night after they watched TV, only he didn't feel any clothes.

"The hell happened last night", he gasped as the two ladies jumped from his out burst.

"Peter", Gwen sighed as she stretched.

"Damn Tiger, you have some natural skills", MJ sighed as Peter jumped off the bed and held the sheets in front of his groin.

"Peter, relax. Look we told you yesterday, MJ and I are with you on this. We talked about after it took effect and decided that keeping you here was better than the letting you leave", Gwen sighed.

"Yeah, I mean aren't guys like obsessed with having a threesome", MJ smiled as she picked her clothes from the floor.

"Look, I kinda wanted it to be special alright, not just sex. Besides it's cause of that chemical", Peter protested as he searched for his clothes.

"Peter look both of us care a lot about you, more than even you know. Hmm, it seems like Dr. Connors has something", MJ shrugged as she handed him his phone.

"If I share something embarrassing about myself would you calm down", Gwen sighed as she covered herself with the blanket as she walked over to her drawer.

"How can you two be cool with this", Peter growled in defeat.

"Peter, look this is tough and you said that you owed me. You started acting different, you said some things and then MJ and I talked it over and decided that if we could keep you with just us instead of going somewhere else that it would be better", Gwen smiled as she handed Peter his clothes.

"Sorry, you want me to have sex with either of you two. YOU WANT ME TO CHEAT ON YOU WITH MJ", Peter shrieked as Gwen kissed him.

"MJ is someone I know we both can trust. And the three of us are rather close. It's not cheating if I let you", Gwen answered as she buried herself in his chest.

"Gwen, it is. Look letting me be with other people just isn't fair to you, either of you", he whispered.

"Damn, you do know him better that me, Gwen. Peter what if we were a threesome instead", MJ smiled as she stood next to Gwen.

"Huh", Peter whimpered as the pair of girls began kissing each other passionately for a few minutes.

"Look, let's go see what Dr. Connors has to say before anything else happens alright. Now use Gwen's shower and get yourself ready", Gwen answered

"We'll head to Connors' together and Tiger, leave without us and I'll tell everyone at school about who you really are", MJ growled as Gwen got clothes for them both.

After the three were showered up they headed for the lab, Gwen snuggled into his side and every time he looked at her, she gave him a look that he couldn't deny. Dr. Connors had been sleeping in his office as he was now divorced. He let the kids in and offered them the box of donuts as he sat down.

"Peter, the chemical that you got covered in boosted your pheromone levels to beyond anything I have ever seen", Connors sighed.

"Great, I'm now like a animal that can go into heat", Peter whined.

"Peter, we're here for you regardless of you", Gwen pleaded as she held his hand.

"Not right now, frankly I need time to study your condition", Connors sighed.

"Wait is there anyway that it can be managed till then", MJ smiled

"I really don't know, not without more testing", Connors answered in defeat.

"Wait, what about sex. He snaps out of it after he has sex", Gwen answered and blushed the moment she realized what she said she hid in his chest.

"Yes, of course the release of the endorphins might counter-act the pheromone", Connors smiled as he ran to his white board and jotted some notes on it.

"Wait what about last night, I didn't come back until this mourning", Peter argued.

"Think about it Tiger, You, Gwen, and I. The there of us tired you out", MJ smiled as Connors shook his head.

"So as long as Peter gets a release from time to time, he might not lose control while we search for a cure", Gwen asked as she looked at him with concern.

"Actually it would have to happen at a few times a day", Dr. Connors answered.

"For Peter I could do that,", Gwen nodded.

"Are those my only options", Peter sighed

"No, of course not. You can say yes or yes", MJ smiled as she leaned back.

"Such a large list of options", Peter asked.

"Please Peter, I know we can do this and she can help us keep the pheromone under control", Gwen blushed as she looked around his statement

"Gwen", Peter whispered shaking his head.

"Peter, look if I have to go through this to be with you. It will be worth it Peter, hell moving away to another planet would be worth it", Gwen answered as she leaned her head on his shoulder.

"Look Tiger, she's right. Having the occasional quickie with me is better than sleeping around with the entire female population of New York. Safer too, at least I'm clean", MJ answered as she took a glazed donut.

"Yeah but still", he sighed

"Peter and ladies can you…I need a blood sample from all of you", Connors smiled as he held three vials as the three nodded and gave their blood.

Why our blood", MJ looked at the vial.

"It might be shared through the sharing of um, well you know body fluids", Gwen answered with a blush.

"Peter, I hate to shove you out the door but you're needed", Connors smiled as he turned to Peter after putting their blood samples in a small case.

"Course, let me guess fifty foot robot destroying the city right", Peter sighed

"Sinister Six escape from jail, claiming they will have vengeance on Spider-Man", MJ answered as she lifted a newspaper off the desk

"Yeah of course, the something worse than what I said actually happens", he sighed as the girls giggled.

"Go get 'em Tiger", MJ smiled as Gwen was already on her laptop.

Manhattan skyline

Black Cat sighed she had spent last night looking for Spider-man till about four in the mourning. How could one man wearing red and blue pajamas be so hard to find. She had even stopped a few guys from taking some old woman's purse, which she found to be extremely cliche. She had hoped that the Sinister Six had not gotten a hold of him but she hadn't heard of any fights so it was safe to assume he were safe. Her prayers were answered in the form of a loud explosion and screams from a nearby bank. The spider was probably already on his way, she smiled as sped off towards the bank using her grappling hook to mimic the web-head and slingshot in between the buildings.

He had just slipped on the Spidey red and blue and was searching for the half a dozen criminals when he had heard the explosion. Fearing the worst he headed of towards the rising pillar of smoke, luckily it appeared that Electro had blown up a semi to draw attention and to kill a swat truck filled with police. He shot a web at Electro, the moment it stuck he pulled forward as the Shocker shot the web breaking it apart.

"Cool, a club can I join", Spider-man joked as he jumped in the air.

"Let's see if we can't shut the spider up", Vulture smiled as he slashed at Peter slicing the suit right under the shin.

"Yeah, I don't think we'll play well together", Spider-man laughed as he slingshot under the winged villain.

"Face, it Spider-man", Kraven laughed as he jumped up and threw Spider-man to the ground.

"Damn it", Peter moaned as Kraven tackled him into the smoldering truck causing the his back to heat up with the burning metal, "Yo Furball, get off!"

"What's wrong Spider-man, too much bang for your buck", Otto laughed as suddenly a black sphere shot at the ground shooting smoke seconds after making contact.

"Gas", Shocker yelled as Spider-man was swept up instantly by Black Cat.

"Need some help, Spidey", Black Cat smiled as she set him down on a near by building.

"Who the hell are you", Sandman barked as Cat smirked.

"A friend of the Spider, here.", Cat smiled as she dusted off his suit.

"Friends of the bug, die with the bug", Shocker answered as she shot a blast into the building.

"Hmm, nothing but net", Electro smiled as he followed with a blast of his own.

"Sorry was that supposed to hit us", Spider-man cackled as the pair easily dodged the attacks.

"Damn it hold still", Sandman barked as he managed to kick the pair with an enlarged foot.

"Too much to handle", Shocker said as he blasted the pair into the wall.

"Yeah, so much for spider-man", laughed sandman as he punched the pair through a wall.

"You idiot we lost 'em cause of ya stupid ass", Shocker growled as he ran to inspect the scene.

Luckily for the pair they two seemed to be more at odds with each other than working together, giving them the chance of victory as Kraven jumped onto the building.

"Now you die Spider-man", Kraven growled and jumped at the web head only to have several darts fly into his face.

Electro shot the group only to catch Kraven in the blast of lightning, as Doc Ock picked up grabbed the pair of masked hero and the former thief with his robotic arms. Black Cat twisted and turned to press the rather small button on her waist, releasing gas around her allowing her to free herself and Spider-man as Doc Ock stumbled around as the lower right arm seemed to short out.

"I don't know how you did that, but it seems you are indeed worth notice", Doc Ock smiled as the pair dodged another Shocker blast.

The Vulture flew by slashed Spider-man tearing his suit as he sliced his arm. As Shocker managed to hit Spider-man causing him to smash the brick building and Sandman picked him up off the wall and then slammed him into the ground.

"Spider-Man, I'm feeling a tactical withdrawal", Black Cat whispered as he nodded.

He nodded and lifted a manhole cover and the pair jumped into the sewers, as Peter used his web to hold himself and Cat up behind a support arch. After the villains past them the pair sneakily headed back to the Lab.

She smiled when he looked back and signaled when and where to turn as they headed for a small college laboratory, was Spider-man really a teacher He could take her to school anytime, oh god did she just make a lame ass joke like that. She stopped smiling when she saw several people waiting on a roof, was this his support team, the pair landed with Gwen and MJ glaring at the heroine.

"Wait, she saved me. Gwen, MJ", Peter sighed as he turned to Black Cat.

"Relax, I'm on the same team. Well now I am. Felicia Hardy, better known as the Black Cat", she smiled as she took of her mask and her hair seemed to change to a bright blonde.

"From, Empire Prep. As in Empire Prep's golden vixen", MJ dropped her jaw.

"Wait, she's on high school too", Peter ripped of his mask causing Felicia dropped her jaw.

"You're in high school, where? What grade are you in, Spidey", Felicia smiled as she looked at the hero.

"Sorry but he is taken", MJ sneered as Gwen was inspected his cut shin.

"Really, well I do swing both ways. You wanna share cause I don't mind sharing either of you with either of you", Felicia smiled as she inspected MJ's body.

"He's hers and I am just the squeeze on the side so sorry no room", MJ growled as she motioned towards the very worried blonde.

"Already sharing are we, I want in", Felicia smiled as placed her hand on MJ's shoulder.

"No way, Gwen's one of the best hackers, I've ever heard of", MJ snapped.

"Aren't hackers supposed to be not known", Felicia purred as she sat on one of the tables.

"No, she's right. You are Black Cat. Peter said you were really good, so you're a meta-human. I don't care if you a mutant or whatever, you have a power and you can help him come home safely so I'm all for any help he can get", Gwen answered.

"You have got to be kidding, you can hack and I can help with my acting", MJ growled. 

"But what about when he is fighting, we can't fight or do we have special abilities", Gwen added.

"Please don't…ahhh, watch it doc", Peter answered.

"See look I am giving Spidey a partnership. I wanna be on his team and you need my help dealing with the sinister six right. Look at this like a audition", Felicia answered as she faced pulled a small container out of her wrist cuff and spread it on his bruises.

"Ahh….wait that feels better", Peter answered as he leaned back.

"It numbs it for only a bit, but it works crazy fast. I can make more, but it does take time", Felicia smiled as she sat on his lap to apply it to his other bruises.

"Fine, for now but the moment you screw up, you're gone. GET ME", MJ glared as she walked behind Gwen who was hacking into the police database to check out the members of the sinister six.

"Maybe we can play them against each other", Gwen answered as she finally looked up from her laptop finally.

"Wait don't all you heroes have some kind of club, can't we call an emergency and get back up or something", Felicia smiled as she cuddled into his lap.

"Actually no, most team-ups are usually one time things, besides I have no idea where the Avengers", Peter sighed.

"Okay, ignoring the weird crap, what about the fantastic four. Everyone knows they are based in New York", Felicia sighed

"Umm, fighting some silver guy on the surf board", Peter sighed.

"Okay, is every villain out there some freak", Felicia sighed as Peter started to feel the pheromone kicking in.

"That's why I wanted you to join me, my delectable and sexy little kitty", Peter purred as both Gwen and MJ felt the compulsion again.

Peter snapped back to reality with the three girls laying on a mattress in a closet. Gwen was passed out at his left, while MJ was cuddling into his right while she was reading a new script. Felicia seemed to notice the second Peter woke up as she rose off of him and smiled.

"Again, god dammit", Peter scowled as the two giggled.

"Damn, Petey you are one hell of a lay. You know that", Felicia answered as she looked into his eyes.

"I wish I could at least remember having sex, this is like getting raped", Peter groaned as he noticed he felt surprisingly well.

"She made more of that cream stuff, Dr. Connors gave us some privacy in a spare room he made for you in case you needed to rest", MJ sighed.

"Oh, sorry", Peter sighed as he noticed that he was holding onto Gwen and MJ and had his legs tangled with Felicia's.

"Peter you can relax, it was sweet that you wanted to cuddle after, most guys just bail after", MJ smiled as she slowly rose up and placed the script down.

"That's what I usually do, but this time you know I'm glad I stayed", Felicia smiled back.

"I'll get some regular clothes, we have some stashed here. I am not sure I have anything in your size", MJ answered first smiling at Peter and then glaring at Felicia.

"MJ, please just give her a chance", Gwen whimpered as she rose up.

"Whatever", MJ growled as she finished putting on her clothes.

"Never met a guy that can tire me out as bad as you can Petey", Felicia smiled as she stood up revealing her naked figure and her freed D-cup breasts.

"Wait can't you put some clothes on, at least some underwear", Peter blushed due top Felicia being nude while Gwen and MJ were being somewhat more modest as the were covering themselves back up as soon as they were able.

"My suit is too tight to wear anything underneath, besides I usually don't wear any, anyways", Felicia smiled turned giving both full frontal view of her nude body.

"Please Cat for me", Peter begged causing Felicia to huff.

"Fine, you're lucky you're good in the sack or else you'd be completely useless", Felicia huffed as she grabbed a sheet and wrapped it round her body like a toga.

"Wait, I'm good in the sack. Wait the hell does it matter with my luck, I'd probably suck the moment I have sex with out blacking out", Peter sighed.

"Hurry and get dressed, Dr. Connors wants to talk to us", MJ sighed as she threw the two duffel bags into the room.

Gwen smiled as she finished getting dressed from under the blankets and followed MJ out, as the glasses wearing blonde tossed him his boxers and gave him a smile. The pair quickly got dressed and were in Dr. Connors lab in less than ten minutes they immediately noticed the look on his face as one of joy.

"Peter, I gained some insight into your condition. It appears that your subconscious somewhat limits the women you can entice with the pheromone These three girls Gwen, MJ, and Felicia, the three of them are all extremely close to you. It appears that the pheromones will only take effect with someone who you care deeply about", Dr. Connors smiled as Felicia smiled and swung around Peter before she nuzzled into his neck nipping softly.

"Can't you take it easy", MJ sighed as she stood behind Gwen who was sitting at the desk.

"But I'm celebrating, this means that I'm in like all the way right. Like Gwen and MJ", Felicia smiled as she pulled back revealing a hickey.

"Cat, MJ please can you two please just try to play nice for now at least", Peter sighed as he faced them.

"Fine", both girls sighed as neither even attempted to do any other action.

Peter stepped out of the lab and walked outside, this was just his luck. He had some how gotten into a situation where he had three girls romantically or at least intimately involved with him. And the worst part he wanted this, no he needed this. The moment Gwen begged him to this weird relationship he couldn't turn her down. The same with Felicia now that she said she wanted him to join her, he wanted the same. He yelled out trying to vent his anger at the situation and his apparent inability to do anything about it.

"Tiger, you okay", MJ asked as she stood in the door way.

"Sure wonderful really, besides for the fact that I keep losing consciousness and screwing the hell out of the three of you", Peter sighed as he dropped his head on the table.

"Tiger look, I know this can be hard, but we finally got a way to manage(for a lack of a better word) this so you can relax", MJ smiled as she sat down next to him.

"No I can't look, I really do care about the three of you and if I could split into three people and give you each your own personal me I would. Look the thereof you deserve someone who loves each of you completely and that you don't have to share with.

"Look Tiger, I know this isn't how you pictured your life. Three girls throwing themselves at you, I am truly sorry. I have been trying to control myself and I admit that I take it out at Felicia every chance I get. But even with everything, I'm happy and although I kind of wanted you to myself but I Gwen is one of my best friends and I want her happy. Right now, I mean without being under the influence of the pheromone, I want to share you with her", MJ smiled as she gave him a peck on the cheek.

"But I should leave, I can affect anyone I am rather close to", Peter moaned as he raised his head just enough to look at her.

"That is exactly why I think you can. Most guys would jump at the chance to have three knowing and willing girls who want to be with you, not caring about how the would treat them. You are different and I know you care about us, so I am going to try and be better about this situation. I like Gwen so that's no big deal but Felicia I'll try but that's all I'm gonna say, okay Tiger", MJ smiled as she stood up and reached for him to take and walked with him back inside.

A secret lab, location unknown…

"It seems you were correct in your initial assumptions were correct", a boney bald doctor smiled as he stood next to Osborne.

"Indeed. You forget that I am a fellow scientist as well,", Norman laughed.

"It will be nice working for someone who truly has vision and who knows the uses for the mutant gene", the doctor laughed.

"Of course after how he drove this project into the ground, I can see how having proper funding could change this", Osborne smiled as he looked into the suitcase on his desk.

Midtown High roof

Peter sighed as he landed on the roof quickly took off his Spidey suit and hurried into his Chemistry class. . It had been two days since the initial attack of the Sinister Six and things had been rather quiet, despite the event that the six had bested him. He hurried into the building through a window in a restroom and then sped into his class. He had hoped that it would have been done quietly and the moment he tried to enter through the back door he accidentally slammed it shut.

"Mr. Parker, I'm glad your feeling better. I heard you were in the attack by the sinister six", the teacher sighed as his phone vibrated as he sat down.

Sent From: MJ

Mourning, Gwen's dad gave her a note. So you can take it easy.

He smiled as he looked back at MJ who blew him a kiss and smiled at him, before he checked his other message.

Sent From: Gwen

Good Mourning, Mr. Valdez says we have some new kid who is coming in a bit. So we haven't done much.

Then there was a knock on the door.

"Ah class, our new student has arrived please come in. Then every guy's jaws dropped as Felicia walked into class. The platinum blonde wore a extremely tight short tee with an extremely short skirt and four inch heels, leaving her mid drift fully exposed and her tone legs shown for the world to see. She smiled as Peter immediate saw Gwen and MJ both frowned at the appearance of Felicia, who smiled as she walked up to Peter's seat, bent over and kissed him in front of everyone in the class.

"I was hoping, I'd be with you", Felicia smiled after she pulled away and she licked her lips.

"What the hell, I thought Parker was with Gwen", Flash yelled as Felicia giggled while she played with his hair while she sat on his desk.

"No, man he's with MJ, saw them mackin it at the movies yesterday", another called out.

"Oh man, Parker's a pimp", another guy called out as the entire class watched hoping the girls would rip Parker apart.

"More than you know. What's up girls", Felicia smiled as she pulled her legs up and spun around and took the empty desk behind Peter and got a glare from Gwen and MJ.

Peter found it hard to concentrate in his class, first was Flash who was looking death at Peter, second was Felicia who was massaging his shoulders(good god it felt good), and the whispers that he was some kind of sex god. The moment class let out Peter grabbed Felicia's hand and took her off to his hideout in the library, her giggling as she was hoping it would lead to more. After they entered the privet room and he motioned for her to sit in the chair as he closed the door.

"I thought you were going to behave", he snapped as she shrugged her shoulders.

"What class was boring, I just wanted a bit of fun. Besides it's not like I had sex with him on the spot or something", she smiled as the door opened and the red head and blonde entered the room.

"Sure, is that why you caused a huge fuss about our relationship", MJ hissed as Gwen gave Felicia the same look.

"Yeah, Flash gives Pete a hard enough time already", Gwen added.

"Sometimes it sucks to be with me", Peter sighed as he looked down.

"Fine, for Petey. I'll tone it down, here at least but that's all. A girl's gotta have her fun, right", she smiled as she leaned back.

"Great, now the world thinks he was cheating on us with each other", Gwen growled as Peter sighed.

"No, the world knows that we are HIS", Felicia answered.

"You know today is still a good day in comparison with my usual luck", Peter sighed as the four left the small room were walking Gwen on his right, MJ on his left and Felicia draped over his back.

"So this Flash guy, he gives you a hard time. Why not just solve it by showing him whose really the boss", Felicia smiled

"I'd hurt him Cat, besides with great power comes great responsibility", Peter answered as she bit her lip.

"Great I fall in love with goody two-shoes", Felicia exhaled as she nodded, "Fine I understand but if he touches my ass or my tits, I expect you to stand up for your girl."

"Yeah, but only if he starts it", MJ blushed as Peter exited the room to head to next period. 

"Look Petey has my leash not you", Felicia growled out as she clung to Peter's back.

"Girls, please stop fighting", Gwen gasped as the two remaining girls flanked his sides as they walked into the hallways.

"Parker, what are you like hung like a horse? What makes you so special", Flash snapped as Peter just walked by ignoring the insult.

"Everything", MJ whispered in Peter's ear as Flash tightened his fist as the girls giggled at the private joke..

"Face it Flash, we know he's better in every way. Compared with you", Peter smiled.

"Let's see how special he is", Flash smiled as he lunged forward.

His Spider-sense tingled as he sensed the punch coming, he took a step towards the attacker while spinning Felicia around setting her gently in between Gwen and MJ. He smiled as he side stepped the punch as flash stumbled a bit as the three stepped of to the side.

"Hell yeah, kick his ass. Go Petey", Felicia cheered as the hallway suddenly became very crowded with spectators.

"No, Flash stop this", MJ called her out.

"I'll show you all Parker's place", Flash growled out as he started swing wildly at Peter.

Peter smiled as he saw each blow coming and dodged them with ease smiling as the frustration on Flash's face until Gwen and MJ called out as he noticed that many of their school mates were cheering for them. But the look of almost ecstasy from Felicia as she watched and bit her lip as Peter felt a surge of confidence as he dropped back holding himself by one hand as Flashed tried a sweeping blow to knock Peter on his ass. He pushed himself up and smiled as he spotted Gwen and MJ both giving him a pleading look, Peter sighed as he willingly slipped to the ground and his head hit the locker and Flash hit him in the gut. Peter groaned as he slid to the ground and fell to the side.

Felicia sighed, how could the spectacular Spider-man allow such trash to walk over him. There was no way in hell her man would be someone's punching bag, let alone allow a weaker person that he could literally break in half. Flash lifted his fist to pummel to prone Peter until Felicia grabbed Flash's arm and in an instant he was on the ground and with a little nudge it would be dislocated and then she would have a thing to say to Peter.

"Felicia, STOP", Peter yelled out as she looked at Peter.

"But, he…he…FINE", she snapped as she felt her will to fight slipping away and she let him go, "You and me are gonna have a long talk later, Peter".

"What the hell you crazy BITCH", Flash snapped as Felicia let go of his arm and stomped away.

"You alright, Tiger", Mary Jane smiled as she helped him up.

"Yeah, I'll be fine. Sorry for making you worry", Peter sighed as he lifted the dusted his jeans.

"You did good Tiger, relax. She'll be back, just needs time to cool off. She doesn't like seeing you getting picked on ", MJ smiled as she kissed Pete before pulling and Gwen towards the theater stage to watch the play.

Felicia sighed, why did Pete have to be some goody too shoes. He was a god among men and could rule the city if he wanted and he wanted to help the common man. She knew all of this and chose to accepted him as a hero and hell she gave up crime for him. She needed to get laid, hell anyone on this world would be lucky to have her in the sack. She was going to over power this damned pheromone and then everything would go back to normal, its not like she needed him. She saw the first appealing man well someone she would have found a attraction too, but now he seemed lacking. She figured it was the pheromones from Peter and decided to press forward, she flirted a bit and in a record breaking time she was headed upstairs to the spare room the guy rented above the bar. She kissed him instantly dominating him as she pushed him onto the bed of the single room apartment. She took of her shirt as the guy ripped of his and then she pulled off his pants and slide out of hers. The moment her eyes were closed she pictured Spider-man and she knew she couldn't do it. Damn this whole super pheromone thing, and now that she thought about Peter the same feeling she hated was back. She sighed and threw the man off of her and quickly got dressed and left the crappy apartment. She shuddered at the thought of nearly having sex with them and she promptly banished the thought from her head. She sighed as she looked thought of Peter Parker, he was willing to let himself be scene as a loser and let others taunt him. She smirked when she remembered what she told Peter about his "pretending to be normal" and she had told him to stop being so immature. Yet he had saved her and even protected her, his statement was that she mattered to him and he would not let anything happen to her. She knew she loved his power, stamina, and all of his talents as Spider-man and pictured their life as master criminals. She thought she hated the idea of losing the mystery and thinking of the amazing spider-man as some normal person. But she found out that he was Peter Parker, super nerd and king of the dweebs and still found that if she had to be with the mask then as long as she was with Spidey in some way she would be satisfied. Peter Parker had she fallen for the dork even harder for him than her Spider? Could she give up all crime no more stealing to be with him, she found she knew the answer immediately. She would without batting a eye, she smiled when she heard the familiar sound she had once hated, sirens and she rushed off to get dressed to help the "suckers in blue" and hopefully Spidey would be there so she could apologize as many times as necessary.

Peter wanted to catch the damned criminals so he could get back to looking for Cat, he didn't want her to get in trouble. He landed on the building the crooks went into and if he would have been in a good mood he would have cracked a joke. But then the door shot open and the three bank robbers rolled outside wrapped in all too familiar cable.

"Freeze", the police called out as Black Cat exited the building with her arms up.

"Relax boys", Black Cat smiled as she held up her arms.

"She is with me, guys", Spider-man called as she dropped her arms.

"Spidey, look I'm sorry for snapping at you okay. But you know it's just I'm not used to feeling about someone this way, you know but look I'll make it up to you", Black Cat felt her metaphorical guts spill everywhere and with a blush she walked up to him.

"And you are", Captain Stacy smiled at Spider-man

"Black Cat, the Spider's partner", Black Cat smiled as she looked at Spidey.

"Partner", Captain Stacy asked she went to help the police untie her captives.

"She's the newest member of my little group", Spidey smiled as she watched her and was amazed that she didn't pocket anything from the criminals.

"All done", Cat smiled as she rejoined the pair.

"Well thanks for the help, Spider-man, Black Cat we'll take it from here", Captain Stacy answered as Spider-man looked back at Black Cat and shot into the sky web slinging towards the roof that had become their meeting place.

He headed for the gargoyle with the chipped tooth and hung upside down unsure if it was a good thing that he had grown accustomed to hanging upside down for prolonged amounts of time. As he turned and looked out at over looking city the laid itself out under him, the familiar form of Black Cat appear out in front of him.

"Spidey, I am sorry for everything", she started again.

"Cat", Spider-man dropped his jaw in shock.

"I need to for snapping at you and picking on the girls. And I'll do it over and over again until you forgive me, the same for them. Your other girls, I mean. You matter more to me than anything else and if that means sharing you then I can deal with it. As long as you love me, hold me, and let me be yours, I can do anything. But if you want I'll leave and never bother you again, and I'll never steal again or you can turn me in", Black Cat answered as she looked like a kid caught with her hand in the cookie jar and ashamed at her behavior.

"I thought I already forgave you", Spider-man smiled as he tightly hugged Black Cat

"Really, you really do. Thank you so much Peter. I won't need another chance, from now on I'll be better, at school, with Gwen and Mary Jane, in everything", Cat cried as she hugged him tightly and buried her face in the crook in his neck.

Next Mourning, Peter's bedroom

Peter slammed his hand on his alarm and felt weight on his left side and heard a groan as his eyes shot open. Felicia's hair massed on he left shoulder as she rubbed her eyes.

"Gah, Felicia", Peter whined as he jumped back and Felicia smiled as she rose to her knees.

"Time for school already, I hate school", Felicia moaned as she stretched as Peter froze as he saw the older blonde wearing one of his old buttoned white shirts and a pair of his boxers.

"What are you doing here, did…did we", Peter gasped as she shook her head.

"No, you fell asleep the moment we got here. And before you ask I got dressed all by myself and since you were already out I wanted put my suit in the wash and my clothes well I'd rather not wear my clothes from yesterday. I put on your clothes because I don't think you want me walking around your house naked, unless", she growled lustfully as she slid off his bed.

"No that's okay, Felicia", Peter sighed as he gathered his clothes to take a shower.

"Can I join you", she smiled as she followed after him.

"Cat", he whined as there was a loud knock on the door.

"Peter, you need to take a shower since you were out late", aunt May called out as the door opened.

"Right, well I ahh. I'm kind of busy", Peter cried out and blushed the as his aunt smiled at the fact she had caught a girl wearing his clothes and getting out of bed  
>meant she stayed over.<p>

"So you're the pretty young thing he brought home last night. Would you like to stay for breakfast", aunt May smiled as Felicia walked towards the older woman.

"I would love too, names Felicia Hardy, um ma'am", Felicia smiled as she grabbed some of Peter's clothes.

"Call me aunt May, Felicia. To be young, breakfast will be ready in fifteen minutes", aunt may smiled as she left the room..

"I'll use the hall bath", Felicia smiled as she strutted of the room.

Peter came down the stairs a three minutes after Felicia and was greeted by both MJ and Gwen who were sitting across from his aunt May. Both gave him a good mourning peck to which his aunt May smiled and joked about how it was about time that he had brought a girl home and how he had actually brought three. Peter was glad to see that Felicia was actually trying to be friends with Gwen and MJ, which made the mourning incredibly peaceful. In fact the entire day was going well, Flash even avoided the group especially with Felicia who seemed to pull guard and managed to appear whenever one of the group neared Flash.

A NASA space shuttle orbiting around earth.

Three astronauts were collecting samples of a small meteor that had impacted a weather satellite Black ooze seemed to be on the inside of the now split in half space rock. They were to deliver the contents to a special research center in Manhattan later tomorrow. The five man team had recently been on the international space station and were eager to get their feet on the ground for a little bit. The leader of the mission Captain Jameson and JJ's son was eager to see his father again and finally meet this star photographer his father had who managed to take Spider-man's pictures. He had spoken fondly of the boy and how he was actually one of the best photographers he had ever met.

Peter sighed as he fell back on his bed as Felicia did the same, they had just lost another battle against the sinister six and needed to come up with a plan. They were waiting on Gwen and MJ who were on their way over with some surprise that would help them finally beat the six man team. Peter was wearing a sweats and a simple under shirt while Felicia got one of Peter's shirts and black lace panties.

"Nice Cat", Peter sighed as she started inspecting her figure in Peter's mirror.

"Want me to go back to being fully commando", Felicia smiled as Gwen and MJ entered the room.

"Hmm, not a bad thought but we should take care of business first", MJ smiled as both newcomers were holding a small white box each.

"These should help you take on them", Gwen smiled as she opened the box revealing two peach colored small ear buds

"Wow cool, I need a new hands-free", Peter smiled as he pulled one out.

"Not quite, our little genius over here designed closed circuit communicators allowing us to communicate and they are small enough that you can wear them under your costumes", MJ smiled as she opened her box and offered one to Felicia.

"Not to mention we can wear them during the day and no one would notice. Thank you Sweetie", Felicia smiled as she put it in her ear.

"Not….a problem", Gwen blushed as Peter sighed feeling that familiar feeling.

"Um guys, I mean girls I feel it", Peter sighed as the three shared an impish smile.

"Well we can't have that, can we girls", Felicia smiled as she jumped on Peter kissing him strongly and pressing him down before sliding herself down to his waist and pulling his sweats down to his mid thigh releasing his semi hard member.

Felicia places the tip of her tongue at the base of the underside kissing it until she reached the tip, she looked back at Gwen and MJ before devouring his cock. The pair split apart and joined Felicia as she pulled back, each licking and kissing his now growing cock. Gwen then looked Peter in the eyes as she took as much as she could which was only about half way before she gagged. She pulled back a bit blushing as Felicia nibbled on Gwen's ear while MJ managed it take it to the base and pulled back until it popped out of her mouth. Felicia kissed Gwen before she easily took him in her mouth before humming while keeping her gaze on Peter's, MJ whispered in Gwen's ear before both started to lick his balls until Peter moaned before Felicia caught it and released his cock with a distinctive pop.

"Cum on our face, paint us with your cum", Felicia moaned as she stared him straight in the eyes before being joined by Gwen and MJ.

Peter moaned as he blew a rather large load all over the three faces. The girls licked each others' faces clean as Peter first had Gwen, then MJ, and finished with Felicia. He had to admit now that was in control of himself, being with three women wasn't actually that bad. The three girls decided to shower tonight to give Peter the shower in the mourning do to him using the hot water to help with any bruises he had, which led to him taking long showers. It was good to know that Gwen and MJ still had each other when he had to go off and save New York with Felicia who could help him with everything in his superhero life. He had to admit his life had taken a turn for the better, he smiled as the three lingerie clad girls climbed into bed with him and the four drifted to sleep together crammed in Peter's queen sized bed.

Peter opened his eyes as he noticed his fellow three in his bed, Gwen laid on top of him while MJ was on his right and Felicia on his left. He smiled as he remembered last night and that he was actually in control during his eventful night. Then as if his aunt knew, there was a knock and then she entered causing Peter to pull up the sheets quite hastily revealing two feminine left feet.

"Now, now. Is there a lady under those sheets", aunt May smiled.

"Hi, aunt May", Felicia smiled as she pulled the covers down revealing her face.

"Gwen and I are here too", MJ purred as aunt May smiled.

"Atta boy, Peter. Well then hurry up and come downstairs for breakfast, you four", aunt May smiled as Peter moaned and the girls giggled.

"Like I said before, Tiger", MJ answered as aunt May closed the door and the four got dressed.

However downstairs there was a waiting group of people downstairs. Dr. Connors sat in the living room talking with a bald black man with a eye patch. Sitting next to him was a woman with a pixie style haircut both wearing closed black trench coats. Peter tensed as the girls all stared at the two intruders.

"Finally up, web-head. We need to talk, call me Fury", the black man smiled as he stood up.

"Director of Shield", Felicia gasped.

"Hmm, Felicia Hardy and apparently former thief known as Black Cat", Fury smiled as aunt May brought a tray filled with coffee cups.

"What do you want with Peter and Felicia", Gwen growled out.

"To help you. I know Peter about the pheromone This is Colonel Hill, my number two", Fury answered as he took a cup of coffee.

"And how are you gonna do that lock him up", MJ snapped.

"No, I am here to offer assistance with the sinister six as well. The avengers are occupied elsewhere and with the fantastic four gone, we need heroes to defend New York. In exchange for doing that, I will not only help with the pheromone problem, but fund you as well, and wipe a certain thief's past clear", Fury smiled as he approached Peter.

"Peter, you can trust him", Dr. Connors sighed as he stood up.

"What do you want from me exactly, I won't reveal my identity to the public", Peter sighed.

"You won't need to, actually the less number of people who know who you are the better. I only have so many men under my command", Fury sighed

"Breakfast is ready, may we discuss this at the table", aunt May smiled as the group followed her to the kitchen.

"Look you scratch my back, I scratch your, webs", Fury answered.

"So We fight crime and you help Peter with his infliction. Wait how do you even know about that", Felicia growled as Peter started stuffing his face.

"Peter, your manners", aunt May hissed.

"I don't mind and about Peter's infliction, we keep have been keeping an eye on him since his abilities manifested", Fury answered.

"Alright, so how can you help with the pheromone", Peter asked.

"First we know of it's effect. Second we were told you were aware of how it affects those close to you. Are you aware that it is likely that it may affect your aunt", Hill answered not eating a bite.

"SERIOUSLY", Peter blurted out.

"We have that taken care off, we know how to keep it under control", MJ growled.

"Do you want to take that chance, we have a residence already set up for you with more than enough room for you four but we will also pay for all of your aunt's expenses. Till we find a cure", Fury answered back as Peter looked at his aunt.

"And what if some one comes for her", Peter answered.

"She will be put under watch, several units watching her in exchange for your assistance is the least we can do", Fury answered.

"So what I keep being me and you will protect her then", Peter answered.

"In a matter of speaking, yes and you will have free reign over your team within a certain degree. But the only people who will know will be a small amount of people including Hill and of course myself", Fury replied.

"Who else", Felicia asked.

"It will be on a need to know basis", Fury answered.

"Does this mean I can meet the Avengers, X-men, or maybe the fantastic four", Peter smiled as he looked at the girls who giggled at his side.

"Wow, never seen Tiger geek out like that", MJ smiled.

"I know, right", Felicia smiled at Peter.

"But then I'd have to move out, I don't think I can do this ", Peter mumbled.

"I'll be fine Peter, you have to leave the nest sometime. I just want you to come over once a week for a good healthy meal, you can bring them if you want", aunt May smiled as she followed after them.

"We'll take you there after you finish your meal", Fury smiled.

After breakfast the four rode in a black sedan and to get a tour of their new home stopping at a rather tall condo building only about five minutes from Midtown High. The lobby was very elegant with multiple

"Wow, swanky", Felicia smiled as they followed him into the elevator.

"Here, Web-Head. This suite should have everything you need. The entire condo is yours and will be paid for by us as well as the bills as long as you are working for us. Since your still in school you will be based here in New York and will defend the city with your team. As Black Cat is now a member of your team, she will be pardoned for her former crimes, but she will be under tight watch. You will have access to all our criminal databases but not our heroes, so don't even try, if you need to reach me contact a agent that will later be named", Fury answered as the elevator stopped on the twentieth floor.

"Wow", Felicia smiled as the door opened revealing a large hallway.

"Not quite, I will trust you with who can have access with the exception of Shield Agents. Here I had the key already made, don't lose it. As you are going to be currently working for Shield we will contact you here instead of a command post. It has everything a normal apartment would have, with the additions of a training room, panic room, and ten additional rooms for whatever you see fit", Fury answered as he handed each of the four a plain looking key.

"Really, wow. And I thought crime paid well", Felicia smiled.

"Cat", the three scolded as she held her hands in defense.

"Just saying", Felicia smiled.

"One last thing, If you need a baby sitter I will assign one. Not a question and it's your only warning", Fury warned before Peter opened the door.

"Quite the bachelor pad, Petey", Felicia demanded as she grabbed one arm each from Gwen and MJ.

"You should know, I'm moving in", Felicia smiled impishly.

"Hope so, otherwise you'd break in every night", Peter joked

"What ever since we slept together, you pretty much own this", Felicia smiled as she slapped her ass while in entry room with had a small closet. As they pass the ten foot corner of the entry area a rather large room about thirty feet wide and twice as long led to a island bar and a kitchen behind it and a dining area to the left. As the group gave themselves a small tour the noticed that the kitchen and dining room both led to a another area. The kitchen led to a hallway about twenty four feet long with a ten by ten room at the end of it. Fury pointed out that the hallway had to secret rooms, the first when entering the hallway from the kitchen was a panic room meant to protect Gwen and MJ as well as guest from harm if the apartment was ever attacked. The secret room closest to the ten by ten room was meant a room to conceal their costumes from any guests. The dining area lead to two actual areas, the one along the back of the dining area and kitchen lead to a well light room with a rather large bathroom in the corner and a glass window revealing a balcony with a rather large swimming pool to which the high schoolers cheered about. The other along the dining area and living room was a hall way with stairs leading at the end and four doors on the right which lead to rooms about ten by ten with the exception of the master bedroom which had it's own bathroom. Up the stairs was another three similar rooms and a bathroom with a rather large room facing opposite. This was a hell of a first apartment, hell you couldn't count it as a apartment.

Suddenly Fury yelled that the sinister Six were attacking and for Peter and Felicia to engage the villains, as they were preparing to sling across the city Fury smiled and lead them to the roof and a awaiting helicopter.

They were there much faster than usual and for once had some one helping not screaming freak and running from him as well The six were attacking the hanger that housed the newly landed shuttle and it's precious cargo that had arrived only minutes later. Each smiled as they were tearing through the police officers that were as challenging as breathing until a loud roar of helicopter drowned out any noise. As Shocker shot a blast at the new target, Hill managed to turn it just enough to allow the attack to miss by mere inches. Fury responded by aiming a assault rifle and returned fire.

"Get down there, Web head", Fury growled.

"Geez, no respect", Spider-Man jumped down followed by Black Cat

"Don't talk to him that way, the only reason I'm here is because of him", Cat growled as she jumped after Peter.

The pair landed as the both lunged for the Kraven knowing he would be the easiest to take down first. Peter webbed a giant mace and swung it down as hard as he could while the hunter smoky jumped out of the way as Felicia clawed at his arm resulting in several gashes in his arm. The hunter snarled as he slashed at Black Cat who ducked under the blow. Spider-man shot a web at his face and as he ripped the webbing off only to have Black Cat fire gas into his face. Kraven roared as he felt his mind falter and reflexes slow and the a round house into his gut. He went to punch the white haired maiden only to have a her pulled back by one of Spider-man's webs. The pair were still new as a team but were quite good with their teamwork as well as knowing the others weaknesses. As Kraven was getting pummeled Electro shot a blast at the heroes and the hunter as the helicopter was much harder and if they could stop Spider-man then victory would be ensured. Peter smiled as the hunter was taken out by his own comrade, if they could fight the rest of the battles they would win and the way Hill was flying and with Fury's accurate fire they stood a good chance of victory. However that changed when Doc Ock ordered the others to separate the pair, and the dodged another blast from both Electro and Shocker which both barely managed to dodge by mere inches. Then the Vulture dive bombed them as they both dropped to the ground and were up the next second as Sandman managed to hit Spider-man into a rather the metal case which housed the container for the black ooze. Peter jumped up and knelt on the box before wrapping in Kraven in a mass of webbing. The Kraven fell Doc Ock sounded the retreat as each fled the lost battle. Doc Ock fled using a plane with the Shocker, while Sandman flew into the wind as a sand cloud, and Electro flew off using his electricity to glide away.

Shield Prison, Big House in front of Kraven's cell

"Director Fury, are you sure you should allow him such treatment, He should be under our watch", Hill asked.

"We're already keeping an eye out for us and we need him to trust us. The Avengers already don't trust Shield and we need people on our side when shit hit's the fan", Fury answered.

"But he should be trained, controlled, and waiting for us to give him the location of the other five", Hill demanded.

"Now that they have scattered since beastie's little solo attempt on the bug", Fury sighed.

"Sir, but allowing him to have relationships with multiple women", Hill sighed.

"He's happy, their happy. They could all pirate all the movies and music. As long as they kill, rape, or maim people I couldn't care less about what they do", Fury growled

"And what will ripping him away from his little sex pets do. I'll save you the breath Hill, he'll hate us just like Stark, Steve, Logan, and the rest of the Avengers. If we keep him happy, he'll be more trusting with us as well as more complacent with our orders", Fury answered as the pair walked away from the cell.

"I know sir, but I just think that it would be better if we kept someone with him", Hill stated as she looked at Fury.

"What makes you think I don't already have someone watching him and his little groupie club", Fury smiled as they exited the holding area.

"I meant no offense, sir. I know that you have America's best interests at heart", Hill blushed as Fury smiled.

Later that evening.

After Peter and the girls celebrated their victory and got cleaned up, they split into two groups. Peter and Felicia were going to borrow a truck from Gwen's dad to get Peter's furniture and then get some things from Felicia's apartment to furnish the apartment. While Gwen and MJ went out to stock the fridge and pantry, mainly due to the fact that Peter was addicted to junk food and Felicia was pretty much incapable of turning down Peter and the chance she would buy nothing but alcohol Gwen and MJ returned two hours later only to find a living room filled with stacked boxes and furniture piled everywhere without any real method of organization.

"Ugh, really they made no attempt to organize any of this", Gwen moaned as she held several bags of groceries along with MJ.

"Did you expect anything else from our former thief or our super powered lover", MJ teased as both entered the kitchen to find aunt May and captain Stacy preparing six thick t-bone steaks and a large bowl filled with various vegetables for a salad.

"Fuck", Gwen said as she dropped the bags of groceries.

"My bad", MJ answered as she dropped the bags she was carrying.

"It's okay girls I already know about your little thing with Peter, I don't like it but you made this decision together and I will trust you. The milk is spilling", he said as he looked at the bags one of which was now leaking milk.

"Ahh, dammit", MJ said as she picked up the leaky bag containing the broken milk jug and dropped it in the sink.

"Hello lovers", Felicia smiled as she entered the room with several more boxes.

"Cat, behave", Peter's voice scolded as she stuck out her tongue before nearly slipping on the hard wood floor covered in split milk.

"Agh, you dropped something. And he already knows, they came with us in the first trip", Felicia smiled as she reached into a box and pulled out a white towel and wiped her foot off as she gently put down her box.

"Yeah sorry, our phones died so had hoped to be done by the time you got here but well, she wanted to by this", Peter moaned as he brought in a large cardboard box.

"We have a terrace, so we should have a table for it. Fury gave us some money for furnishing and food", Felicia smiled as she helped MJ clean the split milk.

"Dad, thank you for trusting me", Gwen smiled as she turned to get more groceries.

"Gwen, stay and talk with your old man. The three of us will get the groceries", MJ smiled as she grabbed Felicia's arm.

"Yeah, alright. We'll take our time", Peter answered as he set the table down and the three headed left closing the door as aunt May rushed to follow after them allowing the father and daughter to speak privately.

"So Peter you have three girls now, ha ha if your parents could see you now", aunt May smiled as MJ and Felicia were at his sides each intertwining their fingers with his.

"Yeah, these three won't let me turn them away. Maybe if I took them into the forest and threw rocks at them", Peter joked as the girls snuggled into them.

"Sorry Tiger, but you wouldn't", MJ smiled as she snuggled into him.

"Joking aside, you really are just like your father, well apart from having super powers and being a costumed hero that is", aunt May smiled as the approached the elevator.

"Really did he have a have multiple girls too", Felicia joked as the door opened.

"Right, this was actually re-ordained by my genetics, my pre-spider infused awesome genetics", Peter laughed.

"Yes actually, I admit I was disgusted at first but I eventually came around. Your father and mother were filled with love not only for each other but for their shared lovers as well. Their assistants, they were their lovers", aunt May smiled.

"Well that explains why your okay with this. Aunt May, I want you to know that I truly do care about Peter and that I will always be there for him and you. If either of you need anything that is, same with you MJ", Felicia smiled as she looked aunt May in the eyes.

"I know dear, I can see it in the look you all give him and the one he gives back", aunt May smiled back.

"Really, did Captain Stacy, Dr. Connors, and Dr. Brock know about it", MJ asked knowing Peter was dyeing to know.

"Yes, Peter. Although originally he hated the idea, being your mother's brother and all that. He came around sooner than I did at least", aunt May smiled as Peter looked up.

"We need to let Eddie know. He's my bro after all, can we…can we invite to dinner too, aunt May", Peter finally asked.

"If you want to, it's your home Peter. But we do have more than enough food for everyone including Eddie", aunt May smiled as she the elevator reached the bottom and the doors opened.

"I'll send him the address then, MJ smiled as she pulled out her phone and started texting before she shoved it into her pocket.

"So Felicia, can I ask how you change your hair color", aunt May asked as MJ opened the black sedan's trunk.

"Oh that, it's a wig. When I was well you know, playing for the other team. I used to keep my real identity a secret, you know people angry at what I used to do", Felicia smirked as she grabbed several of plastic bags with each hand.

"Peter's a good boy, he'll take care of you and I hope you do the same", aunt May smiled as she took a few bags herself.

"Don't worry, she can't tell Peter no. It's kind of funny actually, he can't say no to any of us", MJ smiled as she took her share of bags.

"Hey I can say no, you all just don't listen", Peter sighed as he took the remaining bags and headed back into the lobby and into the elevator.

"Hey I gave up crime, like hundred percent for you", Felicia teased before she nipped at his lower lip.

"Hey can wait till after dinner, or else we'll all be a bit antsy", MJ scolded playfully.

"Can't wait", Felicia smiled as she leaned away from Peter.

"Hmm, that's probably Eddie now", MJ smiled as her pocket rang out a bit before the door opened up revealing Gwen smiling as she hugged Peter.

"Is this the rest of it", Gwen smiled.

"Yeah, Petey got the last of it, here can you hold these", MJ smiled as she held out some bags.

"Sure, my dad said that if you break my heart, he's breaking yours physically", Gwen joked as MJ pulled out her phone and read the text.

"Eddie says cool and he's coming", MJ answered as Gwen opened the door for everyone.

"Yeah, Peter let's set up the table, we can have our first meal on it tonight", Felicia smiled as she set the bags down and opened the patio in the fading twilight.

"She's right we do need a table", MJ smiled as she started putting groceries away with Gwen.

"And we'll worry about dinner", aunt May smiled as she returned to cooking with Captain Stacy.

When Felicia had brought up the sixth and final chair for the terrace, Gwen and MJ had finished the groceries and were in the process of piling the boxes either in the room they belonged or near it in the case of the kitchen. Eddie had also arrived and after Peter had told him that he was romantically involved with the three, Eddie only laughed saying that dating more than one woman would be more of curse than a blessing and had been forcibly volunteered to help Peter put the table together. After getting lost or forgetting several steps they had finally built the metal and glass elongated table dinner was ready and most of the things had been moved out of the living room. And the girls were bring Peter's folding chair that he used as his desk chair outside.

"So Pete, have you hook up with all three yet", Eddie asked.

"Raped is more like it", Peter smiled.

"Can't rape the willing", Felicia smiled as she pushed the six chairs around the table.

"Busted, is he gonna get cut off", Eddie laughed as he took a seat.

"Not really, cutting him off from sex would be just as much of a penalty to us", Felicia smiled as she held several glasses filled with soda in her arms.

"You transferred to Midtown to be with Pete then,", Eddie smiled as she passed out the glasses to the five on the terrace.

"Dinner is served, everyone please sit and we'll say grace", aunt May smiled as she held a bowel of salad and a bag of paper plates.

"Steak and salad, I'll get you a good grill so we can do this right next time", Captain Stacy smiled.

"Totally I'll bring drinks next time too", Eddie smiled as the food was put down on the table.

"Ooh, think you can bring a some alcohol too", Felicia smiled causing Captain Stacy to clear his throat.

"Alright, everyone ready. Heavenly lord, we thank you for the food we are about to receive and that we are all quite healthy and unharmed. I would also like to thank you for blessing Peter with the love of not one but three beautiful, smart, and charming girls and that they always remember their true feelings for each other and lastly that Peter's apartment will always be a safe haven for him and everyone whom he cares for", aunt May smiled before everyone answered "amen".

The dinner was pleasant and entertaining for everyone and Peter was now not only being teased by his aunt but now Eddie as well. As they were leaving Gwen and MJ decided to leave with aunt May and Captain Stacy and gave Peter a good night kiss and a promise to come tomorrow before school. Eddie left saying that later they would hang out and he would get him a gift for the apartment. The two adults left telling them that they would call the school and be allowed to play "hookie to allow him to unpack and set everything. After saying their good-byes, they decided to call it a day. They decided since they were getting the day off they tacked a blanket to act as a shade for the window. The pair went to laid on the mattress cuddling each other more that happy with the day.

Felicia smiled as she pushed herself up and climbed up nipping at Peter's neck leaving various marks as she went down to his groins smiled up at him as her face reached his now hard cock. She smiled seductively and before devouring his dick. Peter moaned at the sudden pressure and grabbed her hair. The blonde vixen pumping back and forth eager to earn the "reward" she craved. Peter moaned that he was nearing his limit as she simply looked up at him before he shot his load into her mouth. She smiled and rose up to ride him while Peter instinctively reached for her breasts groping them as she began to quicken her pace. After a few minutes Peter decided he want to try and change positions and with ease flipped to where he was over top and she was on bottom before briefly pulling out and rising on his knees. She got the message and got on her hands and knees and he quickly resumed the pace she had set. As he was near his limit she moaned she was near his and both finished.

The next mourning both were woken by a bright blast of light as Gwen pulled down heavy blanket blocking the window. As both moaned and stretched they say Gwen smiling and MJ holding a box of donuts. Felicia smiled as she leaned up on the bed and put on the shirt and pair of boxers she had claimed.

"Have a good night, then", MJ smiled as she opened the box.

"Like only you two could know", Felicia smiled as Peter pulled on his boxers and Gwen tossed him some sweats.

"I gotta call myself in", Felicia yawned as she went into the living room for her now charged phone.

"Ooh responsible, I'm playing hookie", MJ smiled as she set the box on a stack of another boxes.

"Well we should try and finish as soon as possible, in-case of-"

"The Sinister Six", a red faced familiar brunette girl answered from the open terrace door.

As she entered the condo, Peter and MJ instantly remembered her from Peter's brief fling while Gwen was interning in England for the summer. She wore a long sleeved creme colored blouse, with a soft blue jacket over her blouse. She wore form fitting khaki slacks and creme blue flip-flops, with a star of David hung by a silver chain around her neck. Her eyes red, puffy, and looking rubbed raw. She slammed in his arms and cried her eyes while letting Peter comfort her, he gave the three a look and they nodded as Peter took her to the bedroom for a private talk.

"I'm sorry to come crashing in on you like this", Kitty finally managed to say.

"It's fine, your still a close friend. If you didn't come, I would have gone after you", Peter whispered back softly.

"You can't, you have your new girlfriend", Kitty answered back softly flicking his forehead.

"Actually I need to fill you on on that, which we'll talk about later. Since your mother is away on leave and your fathers a racist prick, I'll let them know your staying here", Peter answered as Kitty ran after her.

"Peter, it's sweet but I have some cash on me, I can rent a crappy hotel. I just really needed a shoulder to cry on", Kitty answered with worried frown.

"Like hell", Peter answered back as he walked into the living room and the girls gave him a odd face.

"What's going on", Gwen asked as Kitty reached the living room.

"Kitty needs a place to say, I offered here", Peter answered back.

"I think they knew I was staying here, Spider. But thanks for the declaration, I guess", Felicia answered back.

"I think the neighbors know, Ms. Screamer. I mean Kitty as in her, I dated her for a little bit during the summer last year", Peter answered back.

"Does she know about...us", Gwen peeped.

"We'll she does now, not that I mind. It's just what if Peter wanted it kept secret, at least until Felicia screwed his brains out in the closet", MJ sighed.

"Hey when your right, your right", Felicia giggled as she gave Peter a quick peck.

"Look you tell her, alright. I'll put her things in a room", Peter answered before setting out to let him complete his task.

After he put her things in another room, he waited a bit before rejoining the others. However after only about five minutes, Kitty found him. He forced a smile, as he feared she would actually hate him. She simply slowed her approached to a near crawl, stopping mere inches from him.

"Thanks for letting me know you were in trouble jerk. And here I thought we decided to be friends", Kitty snapped.

"Look I never meant for it to happen, but now that it has I don't regret anything", Peter countered as she grabbed his neck and kissed him, effectively shutting the hero up.

"We agreed, since you hid this from me with no reason. I'm your newest girl", Kitty answered as she kept her arms around his neck.

"You know MJ's little catch phrase is right, he did hit the jackpot.

"You misunderstand Cat. I'm the jackpot, you'll all just icing on the top", MJ quipped back as the girls all shared a collective giggle.

"Wait, if MJ is the cake and you're all just the frosting. Am I a cannibal", Peter joked as the girls shook their heads.

"Well, we should do some work, MJ has her car so let's all head to the store, this place needs some furniture badly. I'm feeling three couches and the coffee table for game night and a TV, not for porn Felicia. So you two get dressed and then we'll all go shopping, I have Peter's card, since we should get the essentials first", Gwen answered as Peter and Felicia all got dressed.


	3. One man's Curse Part 3

I don't own any of this nor do I claim to, here is chapter 2

Chapter 2- Dark intent

After a little over five hours later they were almost done with their shopping. First was a pair of couches and then a love seat all a forest green, with a rich mahogany coffee table about a foot and a half off the ground, two feet wide and seven feet long. A pair of mahogany matching end tables for the and a forty-three inch flat screen TV.(Peter pressed for). After getting a set of tableware and cutlery for the kitchen and a mahogany dining table the was four feet wide and six feet wide with eight chairs. They then bought a pair of queen Anne chairs and a smaller round table for a study, or no sex room as Gwen started calling it. After that they bought two beds and three futons in case as bedding materials for Kitty and in case they were needed. They smiled as they ordered a delivery truck for their furniture opting to take the television themselves and meet the truck at his residence.

Meanwhile Brock's Apartment

Eddie Brock was sitting at his small apartment's table in his tiny one room apartment, bills and paste notices in front of him. He cursed and threw them against the wall uselessly. He sighed as he tried to call Peter and ask for a drink, no luck. He tried Gwen and then MJ but neither answered their phone, hell he even tried Dr. Connors but none of them were answering. He sighed as he threw his phone against the wall in anger and then decided to cool off at the bar.

He grabbed his keys and wallet and headed outside for a drink at his local bar. As he trudged through the pounding rain he saw Peter, Gwen, MJ, and Felicia loading various bags into MJ's old battered car. Suddenly a brunette girl followed and her and Peter loaded a rather large television into the back of the car. He ground his teeth together think of how Gwen and MJ the two most perfect ladies in the world were not enough for Pete Parker. And where was he getting this money from, he couldn't understand it. Why was Peter given everything, love, family, and now money. Why was he getting the short end of the stick now, he always protected Peter, MJ, and Gwen. And they are all laughing and smiling as if they hadn't a care in the world. How can they be so happy when he left messages about having a drink, but alright if they don't want to be with him that then he would let them be. He growled and walked away not wanting to see the happy group.

Inside MJ's car…

The interior of the beat up sported worn and faded cloth that was split in multiple areas revealing the shredded foam on the inside. The dashboard was broken, faded, and in some areas missing all together and patched with duct tape. The car had a good chance of not started most days and needed various repairs. The small chance of the car actually being safe was utterly non-existent with Gwen and Shadowcat piled in the front and Peter and Felicia crammed in basically the trunk space with everything they had bought from the super store. Shadow cat's ability made both Gwen and herself quite comfortable, with Peter and Felicia mushed together not that either were complaining about it.

After they had barely finished setting up everything they turned it on only to find the Shocker leading the Enforcers. Peter sighed as he went to the hidden room with Felicia that housed their costumes. He slipped on the one from the when they managed to best the six and captured Kraven, not seeing the rather large black spot on the back. He gave Shadowcat a look at her hooded costume of conceal her identity from the general public.

Spider-man , Black Cat, and Shadowcat all raced to the bank that was being robbed. Shadowcat clung to Spider-man's back who was using his web-shooters and Black Cat using her cabled baton. Peter and Felicia saw the window and decided for a full frontal attack by simply crashing through while Shadowcat went through the roof to search to save the hostages.

"You know if you wanted money, I could spotted you a few bucks", Spider-man smiled.

"Get the gold outta here, I got the bug", Shocker growled out.

The Shocker fired two blast both missing the hero as he turned to his first partner, who dodged her blasts just as easy. He quietly told Shadowcat to go after them while they took out the bigger threat. Both stared at the experienced villain as he pointed at Peter.

"Hell is up with your duds, bug", he said as the black smudge slowly over came his body.

"Oh right like we're gonna fall for that one", Peter laughed.

"Um my darling spider not to side with a villain but ahh, your turning black", Felicia said as she looked in front of him.

"Wait what the fuck, I got some kind of gunk on my suit", Peter yawned as he tried claw it off to no avail, in fact the more he tried to throw it off the faster it engulfed his suit entirely.

The Shocker then sent to blasts at Spider-man, as he turned to the assault it was as if the he spider sense was on turbo. He easily side stepped the blast. He shot off a bunch of web bullets only to have them knock the Shocker out.

"This gunk is fucking awesome, it boosts all of my spiderness", Spider-man cheered as he turned to Cat.

"Spidey, not to sound kinky but so turned on right now", Cat smiled.

"Your not the only one", Spider-man answered as he slipped up his mask to his nose and made out Cat while a local news crew just kept filming.

"Yo, um Peter, I could use some help", Shadowcat's voice yelped over their wireless mics.

"I'm sure you can handle it", Spider-man answered a little annoyed as Felicia giggled a bit.

Suddenly the former x-man ran out of the wall.

"Right, sorry Cat", Spider-man groaned as he jumped down the hole.

He turned to punch Ox, the rather large thug fell forward vomiting the insides of his stomach resulting in the immediate surrender of the remaining two enforcers who dropped to their knees.

"God damn", Felicia smiled as she lifted Ox out of his own vomit.

"Damn, you alright Popeye", Shadowcat asked as the police arrived to arrest the enforcers save only to discover it was some imposter acting as the shocker

Later on the Terrace…

"Hell, yeah. I love this thing",Peter cheered as he was the first to land.

"And I love you in that color", Black Cat smiled as Shadowcat inspected his suit.

"I have to admit, I like it too. Gives you a edgier look", Shadowcat smiled as MJ and Gwen opened the terrace door.

"Tiger, what are you wearing", MJ smiled as the three stepped out of the rain.

"Yeah, did you guys fight Mr. Paint or something", Gwen smiled as he pulled off his hood.

"No, I got this gunk on me and it super charged my powers", Peter smiled.

"Look we need to get this stuff checked out", Gwen answered.

"But it helps me, I'm faster, my webs are better, I'm stronger, and my spider-sense is turbo charged now", Peter smiled.

"Oh, so we know it's good. Look let's have Dr. Connors look at the hood at least and if it's safe you can wear it", MJ answered.

"But it helps me, a lot", Peter whined.

"Oh, it helps you. Never mind the fact that it could be poisonous, acidic, or emitting harmful elements", Gwen sighed.

"He seems fine, better than fine", Felicia smiled.

"Yeah, he only punched some guy so hard he puked. It was hilarious", Kitty smiled as Gwen sighed.

"Please Peter, for us", Gwen asked.

"Fine, but if he doesn't find anything wrong with it I'm wearing it from now on", Peter groaned as he went to go change.

Midtown High home room, Days later…

Peter sat nervously tapping his foot on the ground, surrounded by three of his girls. Gwen to his right, MJ to his left, and Felicia was behind him giving him a massage as she usually did(despite what the anyone said). He was the envy of every guy, even the staff enjoyed it as Peter's grades went to the way the should be, neck and neck with Gwen's. The girls started talking about getting a bigger bed, since it could barely fit four people and since Kitty had joined the group, it was needed.

"Wait you live with Parker", Flash yelped in the corner as the entire class froze.

"Yeah, we got a lovely place together. Of course Gwen, MJ, and Kitty all stay over almost every night", Felicia smiled.

"Speaking of which, Peter I have a audition today, so can someone switch dinner duty with me tonight", MJ smiled and kissed Peter before returning to reading her script.

"It's fine, I'll take care of dinner tonight", Gwen answered.

"Can't wait, oh Cat. Yes right there", Peter sighed.

"I think we all do, Just relax Petey", Felicia smiled as she kept working the tension out of his back.

"Hmm, so good Cat", Peter moaned.

"Why do you call her that Parker", a jock smirked as Felicia rose up to face Peter's front.

"My middle name is Cathleen", Felicia smiled cuddling into Peter as she sat on his lap while MJ and Gwen shared a look as the bell rang and the kids ran out.

"Is it really", Gwen asked as Felicia smiled.

"What do you think", she whispered back with a smile.

The four rushed towards their hangout and the second they entered the condo, they saw Kitty eating munchies while sitting on the arm of the middle couch with a greeting smile on her face. Her Shadowcat uniform already on and her hood resting on her head.

"Yeah, same here. Well Dr. Connors hasn't called us so I guess it's fine", Peter smiled as he ran to the hidden room to suit up.

"Yeah, look let me call him in", Gwen sighed as she dialed her phone.

"I don't think he's waiting", MJ sighed.

"Damn, I should have kept the hood", Peter sighed as he came out a few minutes later dressed in his now black suit as he looked and now hood.

"I got this Petey, made it while during my free period", Felicia smiled as she handed him a jet black hood with the usual white eyes.

"Bad ass, your fucking amazing. Cat", Peter smiled as he kissed her.

"Good of you notice, wait for me. Spider", she smiled as she backed away and then went to suit up shaking her ass as she went by.

"No, answer. Pete, if I let you go can you go check up on him", Gwen asked as he nodded.

"Sure, it'll be our first stop", he answered as she held on to him.

"Leave me a message, I got my audition. I'll see you when you get back. Take care of both of them please, Kitty", MJ smiled as she hugged to two.

"Sure, but after what I saw yesterday. I think the baddies need someone to help them", Kitty laughed.

After Cat got changed the three sped to the lab only to find various glass shattered around everywhere. Peter searched frantically around for any evidence of what happened, Kitty watched him as he searched around frantically She smiled as she thought of how he still hadn't changed, still a little immature and smart-ass. and after his condition it was good that he hadn't changed. It was well past sex, they all seemed to actually care about them and viceversa. Black Cat renown thief had turned over a new leaf fighting for the good guys when she had gone toe to toe with Daredevil, Hawkeye, and even Luke Cage. All members of the broadened Avengers Roster after Shield began assembling more team members since the original team was off fighting the forces of the latest Masters of Evil led by Dr. Doom. Damn she was getting off point she thought to herself as she helped in the search. They found no spidey-hood and a rather large green metallic scale before he shot off in the the cityscape. Apparently the scale was from the lizard(an experiment gone wrong), and he was now searching around for his close family friend. He had taken them to a sewer entrance and the three entered the rather large sewer. After a few minutes of walking down the tunnels and the spider themed capes, the three decided to separate but keep in radio contact.

Peter sighed as he looked at the sewage water that ran by, who ever started the whole villain in the sewer thing sucked. It took forever to clean the uniform but even if Gwen and MJ avoided him till he soaked himself in tomato juice, he would have company this time. As he crept on the ceiling her heard several hoarse barks, immediately Shadowcat and Black Cat yelled the same thing. As he silently crept towards the noise he found the source Bipedal reptilian creatures, emerald green and a scarlet red underbelly. Their arms humanoid in appearance with the exception pf being green, and their heads almost like that of a crocodiles with just as many teeth. The Legs were more like that of tyrannosaurus than anything, the last remaining feature was their powerful thick tail also resembling that of a crocodile The stood at about four and a half feet and stood like with their heads leaning forward and their tails used for balance. By his count there was six, Cat had nine, and Shadowcat had seven, by their accounts the creatures all displayed pack like tendencies. Peter looked at them wondering if the Lizard somehow gained access to Connors' intelligence and was converting humans into a new breed. With a deep breathe Spider-man readied his web shooters and preceded to bind the leader of the "pack" in webbing. After a few seconds he stopped glad to see that the webbing seemed to work but his victory was short lived as the remaining five jumped at him, he fell down as he saw each of the five crush the his former location. As three went after him immediately, he grabbed the closest one by the jaws clamping them shut as he swung it into the next one resulting in crunching noises as he grabbed the turned to the other one and punched it in the jaw. He felt a unfamiliar feeling of ecstasy as he was fighting, he loved seeing the weaker creatures in pain, he then noticed the remaining two lunging intent on flanking him. He stood on one foot stretching out a foot and a fist as the first had his jaw broken by his first and the second had his throat crushed by his fist. He smiled as he looked at the gurgling and whimpering creatures basking in his suffering foes presence. He turned to the relatively unharmed creature and pulled his fist back eager to see what kind of damage he could cause until Shadowcat called that she was already on her way to help Cat who was slowly working on her "pack". He told them that he was going to find the lizard and take him down, causing the remaining creatures to scatter. He used his webs to slingshot himself down the hallway and down the hall way.

After several more similar encounters he had finally met the leader, in a sewer cross way as it funneled into the water treatment plant. The Lizard snarled Spider-man landed in the room smiling at the Lizard. The lizard let out a roar and ran full speed at Spider-man who simply drop kicked him as the lizard shot into the wall. He smiled as he felt the rush before sling shooting himself into the wall resulting in two fists into the Lizards stomach. He then grabbed the Lizard and threw him into floor of the tunnels and then landed on top of the Lizard spat out vomit just as the enforcer earlier in the week. He then raised his fist as Shadowcat and Black Cat enter the room as they saw him holding the battered Lizard.

"Damn, ripped him a new one. Remind me never to piss you off Peter, I really don't wanna lose my lunch because you hit me so hard", Shadowcat smiled as she pulled the gene cleanser out of her knapsack.

"I don't know, I like the fact that Spidey here can beat the shit out of anyone. Come on, it's nice to know that if anyone hurts any of us, our arachnid themed leader will make him suffer", Black Cat smiled as she pulled up Peter's mask and kissed him as Shadowcat blushed a bit at the pair savoring their victory in each others arms.

ESU Lab, a few days later…

"Peter, the new costume is alive and I fear parasitic. You must stop wearing it immediately", Dr. Connors begged.

"NO, it helps us save people, we need it for the team, and we won't ever stop using it", Peter growled as he left.

"Peter, I don't think any of them would want you wearing this. If it hurts you, they wou-

"Enough, we all do what we can to save people. Not all of us are monsters", Peter growled as he grabbed Dr. Connors by the collar.

"Peter".

"Remember that, Connors. If you don't wanna help get the fuck out of our way", Peter sighed as he exited the lab and headed for the girls who were waiting at school.

He sighed as his new suit revealed itself as his clothes and covered him as he started web slinging towards Midtown high eager to see his girls. As he swiftly made it there he saw the girls waiting on the front steps to the school's main entrance. Gwen was typing away at her computer, with MJ reading a script like she was always doing, and lastly Felicia was watching something on her phone as he landed on top of the school. The suit reformed into a simple black t-shirt and black jeans as he headed for the roof access. He quickly headed down to meet his little harem and smiled as the three seemed to feel his presence and each gave him a loving smiled as he approached them and gave each one a kiss. He smiled as Gwen and MJ saw a local food truck make a usual stop across the street. Gwen and MJ rose up to get some breakfast since the four were rather cuddly and skipped breakfast. Peter smiled as he turned to face the Felicia as he noticed Gwen and MJ each got a text along with him. He checked it out on his phone and read it, it was Dr. Connors warning them about his suit. He sighed and erased it and then erased it off and Gwen and MJ's phones and put them back in their purses.

"The Doc sent his message", Felicia smiled as tugged her towards him and set his head on her lap.

"Yeah, apologizing for the whole Lizard thing, he did say the suit was safe though. Like I said it was", Peter sighed as she began to play with his clothed chest.

"Really, well how about we go find a way to celebrate", Felicia smiled as he was up instantly and lifted himself up as he shoved Gwen's laptop in his bag and and then picked up Felicia while she picked up their purses and headed inside.

They had entered the library and sat down in the back room, where most students weren't allowed and Peter sat in one of the chairs surrounding a rather large round table. Peter smiled as Felicia gracefully slid under the table since they only had ten minutes till the bell would ring. Peter turned the moment the door opened and saw Gwen and MJ enter the room.

"Couldn't you guys wait like two minutes, where's Felicia", Gwen asked as she sat down next next to Peter and there was a loud thump from the table.

"Of course", MJ giggled as she joined them sitting next to Peter.

"We got breakfast sandwiches, or are you good Felicia", Gwen smiled impishly as Peter clenched and fired a load and then jerked as he looked down as Felicia climbed up.

"I could use one, I need other things other than protein", Felicia answered as the three girls shared a laugh.

"Sometimes you're kind of a slut", MJ smiled as she cuddled into him.

"Only for our spider themed super hero", Felicia answered.

"Yeah, well I like my spider themed persona", Peter smiled.

The rest of their pleasant but short lunch the four headed to their first class, luckily they were watching some video which meant that the teacher was grading their papers and not watching the students so the three girls took turns kissing the spider themed hero.

Else where in a dark lab…

Doc Ock smiled as he watched a computer screen showing Spider-man, Black Cat, and Shadowcat fighting the members various criminals usually bank robbers as well as the more impressive super villains including, Kraven, the enforcers, and the Lizard.

"Hmm, it seems like Spider-man has friends now. The white haired girl might be the Black Cat, a thief who I've heard is exceptionally skilled. The brunette is called Shadowcat and a member of the former X-men, and has taken to teaming up with Spider-man for now at least", Doc Ock smiled as he studied the various data after analyzing their abilities.

"Indeed, they will prove ample sacrifices for the revival", a Russian woman smiled.

"Yes, yes. I understand your anxiety", Doc Ock sighed.

"Yes, yes. We all have things to do Otto. Once we're done here, you will have all the funding you will ever need", the woman smiled as the rest of her family surrounded him.

"Getting Shocker out might be a problem, I think Deadpool or Ghost would be the best candidates to pick them", Otto smiled.

"No we'll use Ghost. Deadpool is too unstable and might fight us. This has to be perfect", the woman answered

Midtown High, lunch break…

The four were heading to the bleachers for their lunch, however as the were head out of the school's side entrance the noticed Kitty waiting for them. She was wearing a white long sleeved blouse and a rather tight pair of black jeans with her red and black shoes and socks. The four smiled as they approached their friend as Peter had Gwen and MJ in his arms and Felicia draped over his back.

"Hey guys, I got a day off and came to visit", Kitty smiled as walked towards the steps of the school.

"What Parker's got another girl, seriously you all need to find a real man", Flash yelled as he approached Peter.

"LISTEN DIP-SHIT, THEY ARE ALL MINE. You even look in their general direction and I'll snap you in half like a fucking toothpick., DO YOU FUCKING UNDERSTAND ME", Peter growled as Flash was suddenly pinned into the walls.

"God damn, someone has a hardcore case of PMS", Kitty whispered as she looked at each girl. Gwen and MJ both shared looks of annoyance, Felicia mean while was definitely turned on by the alpha-male action.

"No, go ahead and give me a reason. Call me puny Parker, hit on one of them, please do something. I for one would enjoy every minute of putting you in your place", Peter grinned with a feral smile.

"HOLY SHIT, PARKER FINALLY GREW A PAIR", a guy cheered as the entire football team stood in shock.

"PETER", the four girls called out.

"WHAT HE DESERVES IT", Peter growled.

"Calm down, he knows. I think everyone does now", MJ smiled.

"Yeah, let's all blow off the rest of the day", Gwen answered.

"Hell yeah, I was hoping we could do the training room. I wanna see how high it can go", Felicia smiled as she looked at Kitty.

They decided to go by a local sandwich shop and pick up some lunch up before heading back to the house to play hookie with the exception of Felicia who called herself out. After they reached the apartment Peter basically showed off for the girls the entire time until the received a unexpected guest. A somewhat drunk Eddie Brock was pounding on the door.

"Look….MJ…you deserve to be with me. I love you a lot, I mean I really love you", Eddie yelled drunkenly

"You know what let's go head towards the vending machine", Peter smiled as the girls shot him a odd look.

"Man, please let me have MJ. You can keep the others but MJ is mine", Eddie answered.

"Look she made her choice and well trust me she got the better man", Peter smiled as Eddie glared at Peter

"Pete, you have Gwen. She was always meant to be yours", Eddie sighed.

"It's none of your business", he said as he put a dollar in the vending machine and pressed a button an a bottle of root beer came out.

"Fuck it", Eddie growled as he threw Peter in to the vending machine

"Peter", the girls yelled running from behind a barely open door as Felicia slapped Eddie so hard he stumbled back a bit.

"FUCK IT , BRO", Peter growled as he jumped at the physically bigger man and started swinging.

"Ahh, is this how you keep the girls in line", he growled as the girls quickly pulled Peter off the bruised Eddie, who growled viciously as he tried to stumble up.

"Peter cool off, I'll get a cab for Eddie", MJ sighed as she dialed a local cab company.

As Eddie rode in the cab drunk, battered, and pissed. Him and Peter had been friends for their entire life, he had done so much for Peter, his best friend and yet Peter was always the golden boy. He had everything Eddie wanted, no that he deserved family, friends, and the love of Mary Jane. Did he really need the devoted love from more than one special lady. It was entirely wrong why was one woman not enough for him, it's like he demanded each to be on hand and foot for him. Yet the moment some decent guy comes along to show one true romance, he rips them away and silences any threat to his little harem. He would pay and in more ways than one.

The following days of going to classes and beating up villains and criminals made the next few weeks quite entertaining for one Peter Parker. The sex with his girls also could have something to do with it, but one thing Peter knew was that he was living the life. Call it Karma, luck, or whatever mystic force it was, it was finally on his side.

It was three minutes into third period as a very happy Felicia Hardy sat down as the teacher gave her a weird eye as she sat down with a sated smile on her face. MJ rolled her eyes but shared her smile as she wrote on the side bar of her notebook.(Where was it) Felicia giggled a bit and wrote down her answer(Photography dark-room, you have get him to take you there) Gwen smiled failing to hide her pain as the two started comparing the various places at school, around town, and the positions used in each. Both seemed to catch on quickly as they looked at the intellectual blonde.

"What's up sweetie", Felicia smiled as she doodled in her notebook.

"Nothing, I'm fine", Gwen smiled as she looked at her closed notebook.

"Really, cause you have been lacking that certain sated smile", MJ whispered.

"It's fine really", Gwen protested as she opened her notebook and began jotting notes, ending the conversation as both other girls kept a gaze on Gwen.

During class, MJ wrote(We need to fix this) as Felicia nodded and answered(I have the best idea to get our man back into Gwen) with that both turned to studies.

Immediately after the bell rang, Felicia pulled Gwen and MJ by the hands and left to the mall for a makeover. After a quick text to Peter about a special surprise, sped off towards the mall after playing hookie. First was a new pair of glasses, she now wore half frame lenses and had a supple supply of contacts. Next was a variety of skirts and tight jeans instead of her usual worn and more loose clothing, then blouses and tighter shirts to show off her shape. Lastly a variety of shoes, pumps, and heels that trumped either of the other two's collections. After that the pair sent a text to Peter to clear out and fight while they prepare the surprise.

Peter smiled when he thought of another threesome with both MJ and Felicia being the surprise. Peter sighed and slipped on the black suit and ventured out to look for someone to fight. He quickly found someone of great renown and would give one hell of a fight. He spotted someone he had recognized as rather gruff looking man he had seen sometimes talking to Fury when ever he stopped by the helicarrier. The aged man looked gruff with a rather odd raven haired style and wore worn jeans, gruff looking boots, and a white wife beater shirt. A pair of dog tags hung on his neck and rather smelt strongly of alcohol. He smiled as he figured it was the best way to spend some time since the villains were all strangely underground or something. He watched the man ride his bike without a care and then turn to face him, staring at the webslinger very intently.

"Alright, Web head. Fury sent ya, to bring him back to him. Tell Fury I got no interest in being a team player, right now", the man growled out savagely.

"Hey just cause I'm on his payroll, I'm not his errand boy", Spider-man snapped as he turned to the man,

"Sure, bub. Whatever you say", Logan growled out.

"I was looking to kill some time, you know where I can find someone who can put up a decent fight. All my villains have gone into hiding", Spider-man answered.

"I'm not in the mood, bug off Web head", Logan sighed before taking a swig of aged whiskey.

"You know, it's talk like that gets people hurt", Spider-man chuckled as he reached and tendrils shot towards Logan.

"That's new, alright. I'm the best at what I do, and what I do isn't very nice", Logan growled out as three claws shot out and slashed the tendrils off.

"Just keep me entertained, Wolvie", Spider-man smiled as readies his fists.

Logan smiled as he studied Spider-man's stance, it was obviously lacked any formal training. But he had scene the things Spider-man was capable off and under estimating a opponent could lead to very painful experiences. Spider-man lunged at Logan who simply let his body take the blow as he slashed at his target only to have missed as he seemed to dodge the attack. Spider-man countered with a left hook, then right uppercut, and then a sweeping kick as Logan caught each blow. With a grin Logan went to stab him in the shoulder but Spider-man grabbed the arm and swung him into a nearby light post causing Logan to slash at the upcoming item and dug a set of claws into the ground. The moment he slowed, he lunged at Spider-man with a flurry of slashes. Peter could see them all but the flurry of attacks were too numerous and one slashed his stomach and then claws pierced his left bicep. Spider-man felt pain for only a split second until adrenaline took over and her threw Logan to the ground, before he sensed a small army surround him with sights locked on him.

"Stand down both of you", Fury barked as red dots littered both of them.

"Damn, Fury. I can fight my own battles back the hell off", Logan growled as Fury stepped forward.

"Look, you need to calm down. Your Professor brought the X-men together and he dies so all you separate. I thought the X-men were heroes, not some boy band", Fury growled back.

"Done yet", Logan growled as he was already healing from the fight.

"Not even close, Webs leave now", Fury barked as Peter shrugged.

"You know I really wanna finish the fight", Peter sighed as his communicator rang out.

"Hey, Spidey, We could have a surprise for you", Felicia's voice purred out seductively.

"Fine Fury, I'm gone. But next time, I'm not stopping", Peter snapped as he web slung away.

He hurried home eager to see what the pair had come up with, their last shared sexual encounter was mind blowing and he had every intention to take full advantage of every pleasure their bodies could offer. As he landed on the terrace a welcoming committee was not existent, he pulled off his hood and entered the house to hear someone in the bedroom. From a distance it appeared to be Felicia in a rather risque sky blue lace set of lingerie. He smiled as the suit reverted to a pair of jeans and a black shirt. As he neared the blonde she became very unfamiliar as she stared at Peter with a fiery blush. Peter smiled as he looked at the blonde and neared her.

"Do…..you like the new me", Gwen blushed.

"Gwen, wow. You look…amazing", Peter smiled as she slowly crawled towards him in a seductive manner that reminded him of MJ.

"Really, well then. I uh….yeah, I'd thought you find this", Gwen answered as she neared her mouth towards his groin in a way that reminded him of Felicia.

"Interesting", Peter finished as her mouth opened and his black suit seemed to catch on as in opened revealing his semi hardened dick.

Gwen then licked upon the lower side of his dick and the lightly flicked the tip. She smiled as she expertly seemed to know the techniques of the remaining two. She then looked up at him eagerly as she began to pump her head back and forth around his now fully erect cock. He smiled as he clenched his fists in her hair and released his load down her throat. He smiled as he reached for her ear and pulled out the small ear bud communicator before turning his gaze to the closed closet. He then beckoned the inhabitants of the closet while Gwen smiled as she looked towards the closet nodding excitedly as MJ and Felicia exited. The pair seemed to be feeling the effects

Peter smiled as he regained the memory of recent events, Gwen cuddling into him with her hair massed on his shoulder. While MJ and Felicia were tangled in each others arms on his left sleeping softly while using his arm as a pillow. He smiled as the three slept silently in his arms, he then sighed as he felt his muscles tense as he the small SHIELD emblem started beeping and flashing. As he slowly rose up and twisted his way out of their grip, the moaned and began to stir.

"Shh, it's okay. I'll be right back", he whispered as the three laid settled down each barring their heads in his pillow.

As he rose out of the bed, the black suit seemed to ooze over his body, one of it's greatest advantages. As he exited the bedroom and walked down the hallway while he tried to turn off the emblem. He entered the living room and noticed Fury sitting on the couch with Logan who was drinking one of Cat's bottles of Vodka. He sighed as the sat on the couch knowing he was about to be chewed out.

"This punk, is Spider-man", Logan shrugged as he took another swig.

"Yeah and who knew Wolverine smelled like the floor of a truck stop bathroom", Peter muttered as Felicia exited the hallway and got a admiring look from Logan.

"Sorry, but I'm taken", Felicia answered as she sat on the arm of a couch closest to Peter.

"Pity, I can take you for one hell of a ride", Logan smiled as she gave Peter a peck on the cheek.

"Nothing that can even compare to what Peter gives us", Felicia purred as she sipped

"Really, I doubt that Blondie", Logan smiled.

"Whose here, Tiger", MJ called out.

"How many girls you got back there", Logan answered before taking another swig.

"Hey, that's mine. Peter why is he drinking OUR liquor", Felicia huffed as Logan finished the bottle.

"Peter, is it Fury", Gwen called out as she came out in a coral pink robe.

"Yeah, and some thug who drank my vodka", Felicia growled.

"Cat, drop it. What do you want Fury", Peter answered as Felicia gave Logan one last glare before turning towards his other girls.

"Three women, just jumped up a few notches kid", Logan answered as he placed the bottle down and dug into his pockets.

"Look Parker, I'm on your side really. But I don't need two heroes fighting each other", Fury growled as Peter and Logan rolled their eyes.

"Wait this guy is the one who attacked Petey. The fuck are you doing here", Felicia growled as she walked forward.

"Hmm, look I hate that Fury was right but he was. Here, for the booze", Logan answered as he placed a hundred dollar bill on the coffee table in the middle before leaving.

"Whatever, so you done here Fury", Peter sighed.

"Not quite, you and Black Cat have work to do. Vulture and Electro seemed to have teamed up again", Fury answered as Felicia smiled with anticipation.


	4. Redemption Part 1

Chapter 3-Redemption pt.1

Felicia clenched and convulsed trying not to scream as Electro zapped her again laughed at the fallen heroine. Peter lunged at Electro and proceeded to pummel the villain with all his might, Shadowcat ran to Black Cat and as she helped the former thief up the both heard the sounds of bones crunching and breaking. Shadowcat turned to face Spider-man beat the villain to a bloody pulp.

"**PETER**", Shadowcat yelled as Cat started to come to.

"**YOU THINK IT'S FUNNY TO HURT HER**", Spider-man called out as he preceded to smash and pummel Electro.

"Peter, I'm fine. Just like getting tasered", Black Cat called out as Peter turned to the pair.

"He hurt you. We can't have that because we need you all", Spider-man called out as the Vulture shook his head and groaned.

"Spider-man, you alright", Kitty asked as she helped Cat up.

"Yeah, Spider I like this super protective lover thing but you are acting a lot more...emotional", Cat answered as she approached the bloody fisted black suited Spider-man.

"We….I am fine, Cat really", Spider-man whispered as he gripped his head tightly, shaking off a small amount of pain off.

"Are you sure, you seem a bit off", Kitty asked as she grabbed onto his back

Black Cat gave Shadowcat a concerned before stepping next to her lover and shared an intimate kiss before slinging off leaving both standing on a roof. Kitty knew that this was a signal for the plan to go into action, she cursed herself for not wanting a part in this plan. She had only kissed Peter twice now and the plan was to get the suit and have Dr. Connors look at the infected suit. The only problem was that Kitty had not actually slept with Peter yet. With that the other girls decided that Kitty should sit this one out since he might be a bit more in his current condition. He was much more aggressive emotionally, mentally, and sexually, they (Gwen and MJ) didn't want him hurting her and Felicia just wanted the kinky sex for herself.

After a day filled with fighting various small time criminals who were committing various crimes they landed on the terrace. Gwen and MJ both stood out on the terrace waiting for him each wearing "normal clothes" and a frown on their face. The suit reverted to the usual t-shirt and jeans as he turned to Kitty who had the same look on her face.

"Peter, why don't we all head to the bedroom", Felicia smiled as she removed her shirt revealing her breasts to the entire group.

"Wow, subtle aren't ya", Shadowcat gawked.

"What we all know what they look like and Peter here, well I am kind of his slut remember", Felicia shrugged.

"Let us get to this already", Peter smiled lustfully.

"Peter just take off the suit and we'll get busy", Gwen smiled as she inched towards Peter kissing him as she tried to pull up his shirt.

"Right, well I will sit this one out", Shadowcat blushed not really ready to share him intimately as the foursome took this back into his bedroom.

"Well Tiger, you gonna take off these pants to do this or not", MJ smiled as Felicia gave her a warning look.

"Wait, why do I need to take these off", Peter snapped as he withdrew from the girls.

"For Sex, Spider", Felicia smiled as she pulled up his shirt to kiss, lick, and tease his abs.

"You know don't you, about the black suit", Peter growled as Gwen's facade cracked a bit as her face showed a knowing frown.

"That it makes you stronger, faster, better. We know how much you like it our dear, dear spider", Felicia smiled

"You all want to betray me, I need it, really I do", Spider-man called out as suddenly his mask closed around his face only to reveal countless over-sized sharp teeth.

"Peter, sweetie. Relax, please for all of us", Gwen's voice cracked out.

"Get out of the way you stupid whore", Peter roared out as he web slung away.

"PETER, COME BACK", the girls called out collectively as he swung away.

Peter web slung to a certain clock tower, one that he never went to before. One that his back-stabbing whores would ever find him. How could they not want him to be this powerful, with this power he could protect them all. He leaned against the wall seething in anger and sadness as he dropped to his knees.

"We don't need them, they hate us and they always have", a dark voice entered his head.

"No, they have always cared about me. Gwen has always stood by my side and defended Spider-man and me against Harry and Norman. MJ has kept my secret and she even helped me keep it a secret from everyone, including her best friend. And Felicia who gave up crime, money, and everything in her life to be with me", Peter replied.

"We don't need them. They will only stab us in the back, like Harry. Everyone will betray us, if we want them, then we must rule them. We can do that, then they will love us", the voice growled back.

"No I couldn't do that to them, with great power comes great responsibility I have to protect the people, not enslave them", Peter answered back.

"Enslavement is the only option", the voice answered back.

"NO", Peter growled back as he began to claw at the toothed mask.

Peter took a breath of fresh air as he pulled the mask off his face and took a breath before the mask grabbed and pulled itself back on his face. Peter began to thrash and flail as he struck the bell and the living suit freaked out shooting out in various directions. Peter smiled as he began to strike the bell over and over causing the suit to shriek loudly with each blow. As he threw off the suit and stuffed it into a rather large bucket, the more he pulled off the louder the shrieks got. Suddenly it got a lot hotter the black ooze seemed to try and bury itself into the bucket. Peter was shocked to see the Human Torch float mere inches from the tower.

"What. The. Fuck. Was. That.", Torch asked as Peter stood naked from the waist up.

"Get over here, your flames seem to weaken this ooze on me", Peter called out as the Torch nodded and stood got closer as the suit seemed to start evaporating.

Moments later Peter stood naked in a bell tower, resulting in a laugh from the blazing hero. Peter sighed as he looked around and picked up a paper bag.

"Great, well I can wear this as a mask", Peter sighed as the torch reverted his flame and landed next to Peter.

"Here, Reed gave me this just in case", Johnny smiled as he pressed down on a flap on his glove and a blue and black uniform popped out.

"Thanks, I'll give this back after I wash this", Peter answered as he quickly pulled the suit up his body.

"Keep it, you could be like the bombastic Bag-man", Johnny laughed.

"Thanks, for the suit and coming to save me in the nick of time. But I gotta tell the girls how sorry I am for everything, if you know they'll talk to me", Peter sighed as he pulled the suit up.

"You got nothing to worry about, they sounded the alarm. Every hero in New York is looking for you", Johnny laughed.

"Yeah, Spider-man goes crazy. Jolly JJ must be having a field day with this", Peter sighed.

"I doubt that, Fury is keeping the press from knowing. Your girls are waiting at your sick-ass HQ. Race you, Parker the pimp", Johnny smiled as he took off in blast of flames.

Peter was crawling up the building of his new home, somewhat glad that he was missing his web shooters, giving him time to prepare for the obvious up-coming break up. The moment he reached the terrace he let the girls prepare their upcoming onslaught of words for him.

"I'm sorry, I never meant to hurt any of you", Peter sighed as he removed the eye cut paper bag.

"Look, no matter what you did. We all love you. Peter, you are our man", Gwen answered as the girls all stood there both tense and unsure of what to do.

"Tiger, we all stayed with you and you may have…strayed from the path. You never lost sight of the light. You never cheated on any of us, despite all the attempts from those sluts. Not every moment in a relationship is smooth sailing and in our whole little love nest thing even more so", MJ answered as she stepped forward.

"Besides, we all love you. But just so you know, you have to make it up to each of us", Felicia smiled as she walked over to Peter.

"Yeah. Whatever you want, whenever you want", Peter answered shocked that they had already forgiven him as Felicia flicked him in the head.

"There. You made peace with me, but you may have to work for Gwen and MJ", Felicia smiled as she slid her finger down his chest.

Hours later the girls had each left the hero alone, promising to come back later. Peter sighed as he sat down on the center couch in the living room, the group split up after he had shed the suit. He figured the girls were still a bit offset after he nearly killed to two criminals and they wanted some alone time, so he sat truly alone for the first time in the apartment. He sighed as he heard the lock turning and the door opened up to reveal Felicia hold a large paper bag, she gave him a comforting smile.

"I could only get the cheap shit, sorry Spider", Felicia smiled as she closed the door with one leg.

"You're here, but I thought you were all kinda pissed at me. Not that I'm ungrateful about you coming or anything", Peter mumbled

"Cute as always, why would I leave. This is my home, you know will. I know that this can be really stressful, besides I already forgave when I flicked you. Remember", Felicia smiled as she set the bag down on the coffee table and pulled out a plastic liter bottle of vodka.

"Thanks", Peter answered as the pair took a shot and instantly made a awkward face at the poor tasting alcohol, "Damn, tastes like rubbing alcohol"

"Yeah, but back on topic. It was all that weird ass symbiotic thingy made you do those things", Kitty smiled as he entered the apartment.

"Thanks, but you two don't have to force yourselves to be here", Peter mumbled as Felicia was heading towards the bedroom.

"Relax, Peter. We're here to help you out, it's what girlfriends do", Kitty smiled as he threw herself into the side couch.

"Hmm, alright. The more the merrier for drinking right", Felicia smiled wearing one of Peter's button up shirts and a pair of his boxers.

"Nice ass", Kitty answered back as she maneuvered to sit closer to the pair while Felicia slid onto Peter's lap.

"Well, have you slept with each other. Or well, we could give Peter a show", Felicia giggled as she placed five shot glasses on the table.

"What's with the two extra glasses", Peter asked just before Gwen and MJ entered the condo each holding a paper bag.

As the pair entered they gave Peter comforting smile and placed the bag down filled with chips, crackers, and cookies. They each gave him a brief kiss before the five decided to drink and unwind. After two hours of taking shots Gwen was already passed out and Peter set her down on the bed as MJ chose to follow. The remaining three decided to finish off the bottle due to them having a stronger resistance to the alcohol, however by the end their inhibitions were gone.

Peter, Felicia, and Kitty all shared a lustful smiled as Peter began to kiss her neck, shoulder, and ear. Kitty smiled as she studied Felicia's covered but well endowed breasts and licked her lips while she saw the pair in the throbs of passion. Felicia smiled as she noticed the young brunette and slowly unbuttoned the shirt revealing her supple breasts, with a finger she beckoned the younger heroine forward. Kitty smiled as she latched onto Felicia's left breast at the nipple as she proceeded to massage the right breast. Peter smiled after raising his face over Felicia's shoulder at the sight of the youngest member of the team who was greedily sucking at Felicia's breast.

"That's it keep sucking, Baby girl", Felicia cooed as Kitty looked up at the blonde who was stroking her fingers through her brown locks.

"So good", Kitty mumbled as she switched breasts and now tonguing the hardened nub in her mouth.

"Let's show our baby girl some love", Felicia lustfully whispered in Peter's ear.

"She deserves the best", Peter answered as he spun around the pair and proceeded to cup the brunette's perky breasts resulting in a yelp from the younger girl. She looked back at Peter with a rather confused look as Peter raised his left had to cup her cheek and kissed her. He slowly licked Kitty's bottom lip as the younger girl froze up, not quite sure how to respond to her one year older seniors' attention.

"Relax, baby girl. Let Mommy and Daddy make you feel good", Felicia smiled as she slid her hand into the red head's pants resulting in another yelp as the blonde began to fiddle and play with Kitty's hardened clit.

As the Kitty moaned, Peter took advantage to explore the younger girl's mouth. She eagerly tangled her tongue with his to show her appreciation Peter pulled back to give both a breathe of air but as Kitty went for a second round Felicia took charge and offered herself as the second course. Kitty immediately noticed the difference between the two but couldn't pick one over the other. Peter was safe, strong, and affectionate, while Felicia was adventurous, skilled, and passionate. She smiled as she pulled back after tongue wrestling with Felicia.

"I'm ugh….I'm so hot", Kitty moaned as her entire body shook before she collapsed into her seniors.

"It'll only get better from here", Felicia whispered as Kitty clutched both tightly.

"I'm ready please", Kitty growled.

"Now ask properly, baby girl", Felicia smiled giving in to the pheromone without the slightest hint of resistance.

"Please, just do it already", Kitty called out losing the uphill battle against the pheromone, "Please, I need this, I need to have sex." 

Peter and Felicia shared a content look as Kitty gripped both tightly, Peter set Kitty on the couch as Felicia cuddled into the girl.

"This might hurt at first baby girl but Daddy will be gentle, we love you so much", Felicia whispered as Kitty clutched the older blonde.

"God…yes, please I need this", Kitty snapped again.

"Alright, I'll be gentle", Peter answered as Kitty opened up her legs.

"God damn you, LOOK JUST FUCK ME", Kitty howled as Peter flinched as he slowly placed himself before the younger girl.

As he slowly pressed past the hymen, the young girl despite her abilities and the vodka the pain was still sharp. Felicia immediately comforted her with soft kisses as Peter went slow while trying to trigger his pheromone, Kitty grunted and groaned in response until she started to feel pleasure. At first it was slight more like a soft warmth, but with each passing second the pain turned to absolute pleasure. With each thrust the pheromone seemed to completely overwhelm any other feeling or emotion.

The Next mourning...

Kitty was the first to wake up, she bolted up as memories flashed in her mind, she immediately blushed at the thoughts going by in her head. She had just had sex with two amazing people that she had to admit were hot, she blushed as she looked at the sleeping figures of Felicia and Peter. Since she was a mutant, she usually didn't let people close to her because of the mutant phobia that the world held. Her friends, her teachers, and even her father had come to both hate and fear Kitty Pride. The only person who seemed to care about her was her mother, who loved, respected, and protected her daughter. She knew the young girl needed to control her power and so her mother sought out the one man who could help with that, professor Xavier. And so the X-men became her brothers and sisters, with the professor began to be her father figure. Her romance life was far worse, she couldn't seem to keep a stable relationship for than a couple of months. Her brief summer fling with Peter was the best and longest relationship, good god how sad was that. Not that they numerous with only four relationships under her belt, two were with normal humans who freaked and two were with meta-humans. The normal humans were sadly mutant hating phobics and to be honest she didn't blame them after all the crap the Brotherhood did to them, but yeah no possible chance of romance there. Her first meta-human she attempted was Bobby Drake or Iceman and although she was close to her age, it was too weird and he still had a thing for Rogue. Peter was the best and although he seemed impulsive, sarcastic, but she loved him. If it weren't for the fact that they were nowhere close and when they were, well they were on different teams. He said that it was too cruel to try and keep her roped with her and she knew he had a strong attachment to Gwen and MJ, so they split with a teary eyed goodbye. For close to a year they kept a strong friendship and kept in weekly contact since about a month ago, each had their own reason. Kitty was helping with the funeral arrangements and Peter was dealing with this awkward pheromone and polygamy thing. She knew she still liked Peter and sadly she needed him, the whole polygamy thing was a surprise. She laughed silently as she remembered how he joined his little group, once her identity as a X-man were discovered, she was immediately asked by Gwen and Felicia who begged her to join. She was confused and a little at odds until she learned of his condition and since he needed help and it could get her mind off of it, she agreed. She did and hoped that this, her only current New York bond would help her get past what happened. She had wanted to take whatever they had slow but apparently after they started drinking, well she was no longer a virgin. But now she could only think of two people who were both the perfect specimens of their belonged gender. But they had two other girls, who were smarter, better, and more experienced than her, she decided that it might be better if she got her clothes and leave before the other girls work and she didn't want to bother them. She sighed as she thought of how late she would be for changing clothes as she heard a cough from behind, moments later familiar feminine arms wrapped around her.

"Felicia", Kitty blushed as the blonde amazingly twisted and turned without a stir from their bed mates.

"Does baby girl need some clothes", Felicia smiled causing Kitty to blush.

"Look I should go, I have a thing that I need to take care of", Kitty stumbled her words.

"Then I'll help my Baby girl", Felicia giggled as she handed Kitty skin tight jeans, a white buttoned blouse, and matching under garments.

"Mm, it's okay. You don't have to force yourself or anything", Kitty meekly responded.

"What makes you think that I am forcing anything", Felicia giggled as she gave Kitty a brief peck on the lips.

"Wait, I...I am confused, aren't you like straight. I mean your like dating him, right", Kitty asked as she faced the bed.

"Of course, but your a beautiful young lady and after last night. I know your really one of us, fully and completely. I guess you could say I have the hots for this one cute brunette and I can see what Peter sees", Felicia answered as she got clothes for herself.

"Yeah, who can say their first time was like, I hope I wasn't bad", Kitty smiled

"It was good for the both of us as well. Don't worry, you were great, and we both appreciate owning your "V" card", Felicia smiled as she pulled some clothes on while Kitty blushed.

"Mm, yeah. So how long have you been with him, were you the first of his-"

"No I guess I'm number three, Gwen was first, and MJ was second. We all have our little spot at his side, don't worry. You'll have yours soon enough", Felicia smiled as she pulled Kitty's shoulder.

Felicia was obviously dressed to give a impression, just not one that Kitty would want for herself. Felicia was dressed in a tiny baby white tee, her mid drift fully exposed and out for the world to see. Covering that was a open black leather Jacket. Her bottom was covered by tight black jeans then seemed to leave the uppermost parts of her waist exposed, all leading towards black stiletto heels. The blonde smiled at the gaze she was getting from the younger brunette while she was brushing her own hair back.

"Good, I wanted to keep your gaze on me", Felicia purred.

"Really, your dressed like that for me", Kitty's jaw dropped as she asked the question.

"I said I like you, remember. I want to impress you", Felicia smiled as Kitty blushed at the declaration.

"Really, well then we should get going", Kitty blushed as she turned around.

"Hmm, going out in just your underwear. Bold move, baby I'm impressed", Felicia purred back as Kitty blushed and rushed out of the room.

"Going somewhere", MJ muttered still half asleep.

"Yeah, Kitty needs a ride", Felicia answered back.

"Hmm kay, try not to cause her any problems", the red head mumbled back as she rubbed her eyes

"I know, I know. Break a leg, hopefully literally but I'll take it metaphorically", Felicia answered to which both let out a laugh.

"Nice, well tonight's the first night of the play. So if you want me to, you better be there", MJ answered back as Gwen moaned loudly.

"Too much", Gwen moaned as she tried to bury herself into Peter's bare chest.

"Look, I got some hangover pills in the bathroom cabinet", Felicia smiled.

"Really, could I have one", Kitty murmured as she entered the room wearing a light blue sundress, her hair brushed back, and wearing blue flip-flops.

"Hmm, ready we can pick up breakfast on the way", Felicia smiled as she grabbed her keys off of Peter's desk.

"Yeah, thank you. I'm sorry but I have errands to do", Kitty answered meekly.

"Ahh, need any help", Peter mumbled.

"I'll help, you three are still new to drinking and MJ needs help getting ready so I got this", Felicia answered as she pushed the brunette out the door.

"Bye", Peter called out.

"Love you", Felicia called back.

"Bye, we'll be back", Kitty called out.

"Tiger", MJ purred at the foot of the bed before slowly crawling up to meet her lips with Peter.

"Hmm, aren't you hung over. Besides don't you have you little preparation rituals", Peter replied once his lips were free.

"I want to start another one, Gwen are you in", MJ smiled as the remaining blonde ran into the master bath and the sounds of puking could be heard.

"You okay", Peter asked while getting up.

"Yeah, I'm just gonna take a relaxing bath in the hall bathroom. You two have your fun, I need a long bath and I'll be fine", Gwen managed to say before puking once again.

"You sure", MJ answered running to her friend and rubbing her back in circles.

"Yeah, I'm good now. Don't tire her out too bad, just enough to remove the stress", Gwen answered as she grabbed a robe and left the pair to their one and one session.

MJ turned to face Peter before jumping at him kissing him passionately while she slid her hand into his boxers. She slowly began to pump her fist up and down while he fondled her breasts, after a few minutes the pair let themselves fall onto the bed. MJ pulled her panties down as Peter did the same with his boxers. For once the pair took it slow and filled with love. MJ and Peter made love for the first time, each simply basking in one another presence without concern for anything else.

Kitty smiled as she leaned into Felicia on her bike, it was sleek, fashionable, and sexy, it seemed fit Felicia quite well. Felicia bobbed and weaved around traffic on and towards their destination. Kitty had needed to pick up a few things from her mother's house, her mother had made sure to leave Kitty a key and was currently finalizing her divorce with Kitty's dad. Once they reached the house Kitty froze when she saw a familiar worn out grand torino, her father's car. Her father simply growled as he noticed his daughter and immediately lifted a rather large metal bat. Felicia immediately rushed at the man, Kitty tried to call Felicia to come back only to have the blonde hesitate for a single moment. She let out a let out a soft growl as she used her power resulting in her opponent swinging just a little too hard and managed to throw the bat at the house and threw himself to the ground due to the momentum. Felicia simply took his arm and kept him pinned against the wall.

"Grab whatever you need and hurry. I don't want us to be seen by anyone", Felicia called out as Kitty nodded and ran into the house.

"Fucking Muties. I can't wait till it becomes open season on you guys", the man growled.

"Like hell, in fact you should be on your knees thanking your daughter for not allowing me to go all out. I could use the bat to break bones and maybe your back so I did, but if you hurt her, hell even look in their general direction, I'll fucking kill you", Felicia growled out as the man tried to struggle.

"I am, or was a police officer until a mutie killed so many of us and how it affected me. Fuck you, I can get out you stupid bitch", he roared out as she smiled and knew the move he was trying.

"Oooh, so close. But no cigar, I'm not letting you up", Felicia teased.

"I got what I needed, Felicia can you let him go. My mom is on her way", Kitty answered as she placed her arm on Felicia's shoulder.

"Alright, get on my bike. He'll be swinging the second I let him go", Felicia warned.

Kitty nodded as she got on the bike and put on her helmet, Felicia simply got up and spun around so that the moment he tried to swing at the blonde her right knee impacted with his jaw and he flew back. As the man rolled into the wall Felicia was already on her bike already out of sight.

Hours later...

Peter was dressed in simple jeans and a t-shirt as he waited in the lobby for MJ's play to start, Felicia and Kitty had decided to work by themselves tonight and give Peter and Gwen time to watch the play. Gwen smiled as she stood next to him her fingers interwoven with his. Suddenly they both heard someone call out to Peter. Both turned as they say Peter's co-worker Betty Brant, Jolly J's secretary instantly cooed as she watched the young couple.

"Are the tow of you finally dating or something", she smiled as both blushed.

"Complicated, but we are together", Peter smiled as Betty smiled.

"Peter, I'm good friends with your aunt, she told me about your relationship. Not really my thing but if your happy, well just don't turn to the dark side", Betty smiled.

"Well don't worry, they keep me in line", Peter answered as Gwen pulled her hand free of his hand and placed his arm around her shoulders before placing her right hand on Peter's.

"Good god, he's here", Eddie growled out.

"Please, can you two get along for me", MJ called out.

"Look I gotta go, I promised you I won't hurt him but I gotta leave to make it so", Eddie growled as MJ turned to Peter and Gwen.

"It's okay, you just want us to be friends I'll talk to him after your play", Peter smiled as she gave her a quick peck on the cheek.

"Thanks, I'll should head to the back, we're just getting ready to start", MJ answered as Peter sighed.

"Who's your friend", Betty asked.

"His best friend, but they had a falling out over us. They'll be friends again, I know it", Gwen smiled as she clung to Peter.

"Hopefully, so I didn't know you were into art", Peter smiled.

"Yeah, JJ wanted someone to be the critic and I offered", Betty smiled.

"Why doesn't he hire one", Gwen answered.

"He's been in a bad mood since Spider-man got his team together", Betty smiled.

"Yeah, so you thing I could get Black Cat in my little love nest", Peter smiled as Gwen elbowed him.

"You'd have to tear her away from Spider-man and their new team member, Dark-Cat", Gwen answered.

"Shadowcat, Gwen", Peter corrected before kissing her hand, leaving Betty to admit they three actually might be able to pull off a polygamous relationship and everyone entered the theater

The play was a great success with MJ as the female lead role, Juliet and after the pair met up at Peter's all eager to just relax. They decided to spend the evening together with all night movie marathon, to help everyone bond a little bit. Peter was simply wearing sweats and under shirt and rather enjoyed the girls outfits for their sleep over. Gwen was wearing the blue silk lingerie that she had worn as often as possible, now that Peter had taken the time to actually look at the girls he had to admit he liked what he saw. It was a shimmering silk made loose top that reached the middle of the thigh with a matching silk and lace bottom, that little to the imagination. It seems that the girls decided to get matching sets in different colors, not that her minded. MJ had a emerald green that made her eyes pop, Felicia wore jet black, Kitty had chosen to wear a dark blue. However as they were all getting settled the doorbell rang, the girls each put on a robe of their color on before anyone answered the door.

"Finally the pizza's here", Felicia yelled as Kitty was cuddling a violet stuffed spider she had named Hector.

As Gwen answered the door, two people stood in front of the door. The first was Fury, who wore his usual closed black trench coat. The second was woman who she didn't recognize, a adult red head who was wearing a white undershirt and fatigues. Her hair was at shoulder level ad her lips matched the vibrant red of her locks. She had a large duffel bag slung over her shoulder.

"Who is it, Sweetie", Felicia called out as she stepped into the entry room.

"It's Fury, here to yell at Peter", Gwen hissed as Felicia rolled her eyes and the volume of the TV rose loudly as soon as Gwen finished.

"Sorry, he's resting right now and really shouldn't be disturbed", Gwen sighed.

"Who is it", Peter's voice called out as the television's sound cut off.

"Ahh, good to know your up, Mr. Parker", Fury smiled.

"We got the night off", Felicia called out.

"Look, webs. You were under a lot of pressure, you almost snapped. Not that I would blame you but you were close and since it's my job to keep the public safe. Well I'm sure you can get where I'm coming from", Fury said as he dragged Peter to the Balcony.

"Yeah, I know I screwed up and almost hurt a lot of people", Peter sighed as he sit down.

"But you didn't and I think I know what might help", Fury sighed.

"Wait, what's this about", Peter answered.

"This here is Natasha Romanoff, or the Black Widow. She'll be your instructor", Fury answered.

AN: First off thanks for the reviews, I have listened, I am glad their are other Spidey fans out there that think the karma or whatever should finally give a little something else to him. Next this chapter is the first of a four part story arc called Redemption. With a villain he previously fought returning with greater power and a team of his own, and the disappearance of a rather major character. How will both Peter and his little harem deal with this threat, find out next time. Sorry I couldn't resist putting that down and read and review for his sake and mine.


	5. Redemption Part 2

Redemption pt.2

Peter sighed as he was thrown into the ground for the countless time, Black Widow had challenged the group. Much to everyone's surprise the challenge was for all of them to come after her and to land a single blow. At first Peter, Felicia, and Kitty ran at the older woman charged the older woman but the three of them couldn't seem to land a single hit. She easily dodged each one of the their blows like she could see them coming, she threw them across the training room. Gwen and MJ tried a few times but were completely disabled by the older woman, but had potential. They both pushed themselves to surprising heights, with proper training the pair could be valuable in the field She smiled as Felicia made her sixteenth attempt, Natasha smiled the entire group was utterly unable to work together in a true sense of the word. They were fighting the same enemy but weren't really a team and they were no where near figuring out. She sighed as she snapped and the door opened leaving the group in to stagger up. Peter wore an undershirt and loose pants, while the girls wore tighter shorts with sports bras covered by undershirts with the exception of Felicia who skipped the shirt.

"Inexcusable, complete and utter failures. If you can't even recognize your mistakes, you shouldn't be heroes", Natasha growled as she walked out of the room.

"Screw...you...bitch", Felicia groaned in between breaths as she picked herself off the floor.

"She's right though, none of us could touch her. We failed", MJ added as Felicia let out defeated sigh.

"Don't you dare say something like that. She knows how we fight, she cheated. That's why we lost", Kitty sighed as she rose up slowly.

"She never even threw a punch", Peter sighed as he picked himself up.

"Well none of us have ever fought her before, let's get some lunch and relax", Gwen said as she she laid on the ground as Peter helped her up.

"So are you two gonna start gonna start patrols", Felicia smiled as she faced MJ and Gwen.

"I don't really know, I might just get in the way", Gwen answered as she looked up at Peter.

"You think", MJ replied as she flexed her arm.

"Not really, Kitty muttered to herself crossing her arms.

The five ate a lasagna together while they watched some show about humans fighting aliens who wanted to take over the earth. Peter liked the movie as it was one of his favorites before he was a hero and hadn't seen it in a bit. Gwen had seen the movie with Peter multiple times and liked it as well Felicia was busy rubbing MJ's leg while she massaged Kitty's leg with her free hand, whispering comments to Kitty. Kitty was giggling enjoying the notice and affection she was receiving. While Natasha stared at near horror as the group acted like a family sharing a meal while watching a movie, how could heroes sworn to defend justice just sit like this. It was rather insulting having to babysit some idiotic and immature hero like Peter Parker, she may have not been able to rejoin the Avengers with Atlantis. However Fury thought this kid could become a hero and Fury wanted him to join the Avengers as soon as he was ready. How could this kid serve on the greatest team of heroes. She hated that Fury seemed to desire the hero despite his flaws. She pulled out her coded communicator to have a talk with the director of SHIELD.

"Widow", Fury's voice answered.

"Director, I believe Peter is a lost cause", she answered back.

"So was Stark, Barton, and Logan at one point. Your words exactly", Fury said with a smile.

"But sir, they are, were all adults. He's a stupid kid who is suffering from overactive hormones, if you want him as an Avenger we should take him and train him away from his little girlfriends", she answered as she faced him.

"Think of what he has done and not done. He is a hero and proved his honor, his morals, his ethics. I consider him a champion of justice. And like all heroes originally he has proved his mettle time and time again, he's a kid and will mature with age but already is one hell of a man", Fury answered.

Next Mourning

Natasha rolled over for the millionth time that night before hunger got the best of her and she ventured out of her room. She hated Fury had a point and was probably right about Peter and that he one day would be a true icon of a super hero. She tiptoed down the hallway and into a dining room filled with the other inhabitants. Peter was eating a grand breakfast including eggs, bacon, and toast. Gwen was finishing her plate while MJ was drinking coffee, both watching the news . Lastly Felicia and Kitty were flirting while Felicia who was feeding Kitty She smiled remembering how three now four girls were with the teenage superhero. She swiftly grabbed a wrapped sandwich and a bottle of water before leaving for her room, but before she growled out that they had another training exercise. Afterward Peter and the girls cleaned up, bid goodbye, and left promptly for Midtown High. Natasha shook her head as she watched the four girls walk arm in arm two on each of Peter's arms, each of the five shared a loving and affectionate smile.

Later that day

Peter smiled as Gwen and Felicia walked with him each one intertwining fingers with the super powered man as they walked by a waiting MJ who gave Peter a hello kiss and started for their next class, chemistry. The moment the walked into the class arm in arm Felicia and Peter, then Gwen and MJ they saw Natasha Van Dyke sitting behind the teachers desk. The older woman shared in their surprise and confusion as Felicia pulled Peter to the table the four had been sharing since Felicia had transferred.

"Hello class, I'm Ms. Romanov and I will be your substitute teacher for the next three weeks", Natasha smiled as Felicia leaned into the table.

"Think, she'll be a total bitch here as well", Felicia giggled as MJ rolled her eyes.

"Maybe it's stress, Peter should see if he can help her", Gwen whispered back as Peter had to admit the substitute teacher was quite attractive, despite her attitude.

Her blue jeans were a firm fit and her black buttoned blouse, well she filled it out well. And her heels had a hint of subtle sexuality and she seemed to strut naturally as the entire male population watched the way her hips swayed as she went on about chemicals. MJ shook her head as she took followed along with the lesson, Gwen was ahead of the lesson as she massaged Peter's knuckles while she studied the motions the teacher was doing. Felicia leaned against Peter's shoulder since she just took the answers from Peter who was also ahead of the class. Peter began to feel that all too familiar feeling as the girls felt it as well. Peter knew the reactions of the girls present, Felicia always got touchy while MJ simply tried to ignore the feeling, and Gwen blushed like always. Felicia smiled as she began to rub Peter's groin before reaching into his pants.

Meanwhile at Orion Cinema…

Shadowcat blushed as she felt an inner warmth, it was like Felicia was playing her game with the older platinum blonde or being with Peter. It was the middle of a romantic comedy and she couldn't focus on her it, may Felicia was right. She should attend Midtown High with the others, she knew this was the pheromones and that she needed release. With a crimson blush she ran to the restroom and joined the high bathroom shame club but, the moment she would meet up with Peter and Felicia both would make it up to her.

Back at Midtown High…

While giving her lecture about mixing of acids into water she felt a instant arousal and turned to glare at Peter only to see the blonde nest to him get a bit closer and shove Peter manage to stifle a gasp. The feeling seemed to grow over the next few minutes before it quickly dissipated almost instantly as Peter readjusted himself and Felicia giggled at her handiwork as gave the others victorious smile as she slid her hand out of his pants.

"Ahem, Mr. Parker, Ms Hardy. I need to have a word with you after class", Natasha hissed as Peter at least gave an apologetic look.

"Ooh it's a date", Felicia smiled causing the rest of the guys to cheer and holler.

"Cat", Peter warned.

"Felicia", both other girls hissed as Natasha rolled her eyes.

"After class", Natasha snapped as she and growled softly.

The remaining of the period went without any problems mainly due to Peter practically in his book for the remained of the period. Felicia kept her smile, with MJ clearly annoyed and Gwen was embarrassed. As the rest of the class left the four at the table stayed put. Peter knew that Gwen was just embarrassed about what happened. Felicia really didn't care about what anyone said about her and MJ was clearly annoyed which he knew he actually should not have let Felicia give him a hand job in the middle of class. Natasha cleared her throat loudly as the four stayed put ready for the verbal punishment that was surely on it's way. Natasha looked at the group which seemed to stand together and cleared her throat loudly yet again hoping the two would leave her alone with the two in trouble.

"We're not leaving, we are a family", MJ snarled at the teacher.

"MJ, it's my fault I should have told Cat no", Peter answered as he reached for MJ.

"No, Peter. As much as I hate to admit that Felicia actually did the right thing by giving you a "happy ending". It needed to be done, did Fury tell you about Peter's condition or did he send you to us without a hint", MJ growled with clear feral look on her face.

"He told me that when this kid gets a hard on so does everyone around him. So what set off today, hmm", Natasha glared at MJ.

"Hey, don't get pissed at us, you turned him on", Felicia grinned back as Natasha scoffed.

"We shouldn't fight like this, can't you call Fury and let him know that Peter is gonna take the rest of the day off. We'll all stay and Peter can go check on poor Kitty who is probably freaking out right now", Gwen commanded.

"Right, I'll call my aunt", Peter answered as he pulled out his phone.

"Wow, sweetie that was amazing", Felicia smiled as she gave and passionate kiss Gwen who froze up that second.

Suddenly Natasha's cell phone went off, after she looked at who it was she sighed and answered.

"Yeah, Fury. Look it's his fault. I'm fine really, he lost control of himself...no...the situation has been resolved", Natasha scoffed.

"Fine, understood sir", Natasha muttered as she hung up her phone and glared at Peter.

"Got it, I'm gone but don't fuck with any of them. You what girls just keep a wide birth from everyone", Peter growled out as his phone rang.

"It's Fury come on MJ, Cat", Gwen called as she picked up her books and the girls followed suite as Peter grabbed his things and answered his phone.

"Yeah", Peter sighed as Gwen, MJ, and Felicia gave him a good bye kiss.

"Webs, this isn't working out and Black Widow is leaving your residence now. I want you there in five minutes", Fury barked as he hung up.

"Great, we'll let's get you moved out of my house", Peter smiled as Natasha scoffed.

Peter sighed as he walked out of the school eager to relax, seriously no wonder why her hero name was Black Widow. She was kind of a bitch and she deserved to be alone in the world, he hated how she judged her. Obviously some people were going to hate him and the choices he made but she knew about the pheromone. He was so deep in thought that he failed to notice the gray van with several masked men.

"Yes sir, I believe I may have found another meta-human with him", a black masked mercenary answered.

"Then get them together, we must hurry the boss wanted Spider-man more than anyone", a man's voice answered.

"Roger, commencing with Project Redemption", the merc answered back as he fired a small dart at Peter Parker.

His spider sense flashed for a mere second before everything went black...

Hours later...

Felicia smiled as she ran impatiently tapped her foot in the elevator with MJ and Gwen, the moment the door opened she was already at their door as she entered the room. Only to find a crying Kitty who was dressed as Shadowcat only lacking her hood. Felicia smiled and hugged the younger girl, comforting the young girl anyway she could.

"What's wrong baby", Felicia said in a comforting voice.

"Pe-PP-Pee-Pet-er wa-wa-wa-was taken", Kitty siad inbetween sobs.

"WHAT", the three yelled as Felicia ran back getting dressed for Peter.

"He was taken by someone, we're already looking into it. Unfortunately who ever took him took Black Widow as well. She sent us a incomplete message minutes ago, it was "Ven the ter"mean anything to you", Fury asked.

"Kraven the Hunter, maybe", Gwen said as MJ turned towards Felicia.

"YOU HAVE SUPER POWERS. BOTH OF YOU, FIX THIS", MJ growled at the super powered females.

"WAIT OUR FAULT, GREAT WHY NOT BLAME THE LACK OF AIR IN SPACE ON US AS WELL", Kitty snapped back.

"Girls", Gwen called out.

"Gwen take MJ and let aunt May know and then tell your father call out a missing persons report or whatever. Me and Kitty will search the city. Alright let's move", Felicia answered back as she grabbed the Kitty's mask and pulled over her head. "We need to focus on finding our man first, then we'll rip each other apart", Felicia answered back.

"Right", Gwen acknowledged.

Felicia and Kitty searched the city tirelessly for the entire night, neither concerned about school, sleep, or anything just about finding Peter. While Gwen and MJ called the together and let Peter's guardian know and then sought to assemble a Peter search party. But by the next mourning he was no where to be found, the girls kept up the search or at least tried to. But Fury sent them home, saying how Peter was probably out of the city and searching with satellites.

An hour later...

"Why are you even here, didn't he break your heart when he left you", MJ growled out.

"Mary Jane, look it's not their fault. Please, we don't need this now", Gwen whined.

"Fuck you, you stupid slut. Why are you even looking, your fucking useless", Kitty countered.

"KITTY, MJ COOL OFF", Felicia growled out.

"But Cat", Kitty called out.

"But nothing, look Peter loves us and we love him. We chose this remember, we all chose to love Peter and be with him even though he's probably gonna be a polygamist for the rest of his life. He'll come back to us all of us, we know this. This is just one of the little bumps in the road that makes the happier times even happier", Felicia answered with a smile.

"But-"

"No buts, MJ. Do you think the man that loves us would be happy that we turned against and killed each other, the very god damn second he left. I'm just as fucking worried as each of you, but we have to stay strong, we have to be a family. Or at least not harm each other", Felicia answered back.

"Right, never had SHEILD tech. I'll see if I can hack into one a satellite or something, we'll all take some time to cool down", Gwen nodded as she entered her private room.

"I'll be back, I'm gonna blow of some steam. Don't kill each other okay, Peter would be devastated. Remember that", Felicia answered as she simply put some jeans and tennis shoes on before heading to a local street fighting ring.

"I'm heading out too", MJ called out.

"Please be okay, please just be safe", Kitty whispered to herself.

In the same dark Lab...

Peter awoke strapped to a table, he watched as several scientists were all eagerly checking various monitors. He smiled when he slowly pulled up and felt the fabric weaken and studied for a way out, there were simple swing doors like the ones at a hospital. So he would run out and escape, simple and effective. He bolted up eager not to hurt anyone while he fled the hospital, it was like it the security was made to be easy. After he fled the hospital he immediately noticed he was no where near his home, being that outside he was on a island somewhere

"Looks like I'm not in Kansas anymore", Peter sighed.

"Got that right Mr. Parker", Natasha asked dressed as Black Widow.

"ARE THE OTHER GIRLS HERE", Peter snapped as he lifted her up.

"No,no alright. We were picked up from your school yesterday", Black Widow answered back.

"So they're safe, all of them", Peter asked earning a nod from the winged heroine.

"So you do care about them", Black Widow answered.

"Of course, now how do we go home. I need to tell them I'm okay", Peter answered as Black Widow immediately noticed his concern for the ladies.

"Look I came to help bust you out but if your fine, let's go. We need to find a place to whole up in while Fury sends the cavalry", Black Widow answered as she grabbed Peter and flew towards the overgrowth.

"Oh hell no, I'm going home. The girls must be worried sick, I have to let them know I'm alright and I have to know their alright",Peter answered.

"Look their fine, Fury has a squad watching them. I was supposed to be watching you", Black Widow answered.

Meanwhile in a shady New York bar

A visually plastered Eddie Brock Jr. was pounding the shots with several lowlifes, each a new found brother in Eddie's eyes. Bonded by betrayal of some sort he had decided to join up with the thugs to help get some quick cash. They had just pulled over a jewelry store several blocks away and were using the bar as a hideout. Maybe if he picked up some cash, cause apparently Peter did and that's the only conceivable way MJ would be with a worm like him. This way she could focus on her career while Peter paid the bills, so if he got the same money then he could have her.

After they all turned in, Eddie took some of his winnings and decided to do some street fights to win some more money on the side. He already on his way down to the local fighting pit, however their was already a nightly champion. Much to his amazement the current champion was a young woman that he had recently met, Felicia Hardy. The older blonde bimbo that had slapped the shit out of him during their second meeting. As he watched her fight, it was obvious that she was a pro who knew a variety of martial arts and a expert at mixed martial arts. Her style revealed karate, boxing, judo, kick boxing, and several other styles he couldn't even recognize. She was certainly more graceful than her opponents who learned on the streets, meaning although brutal and unpredictable they were all had no real substance and swinging wildly and tiring themselves out while Black Cat waited for the right time for the take down.

After a bit he decided to challenge the blonde, who smiled at the challenge. Both stood for a few seconds, both were obviously skilled and experienced fighters ans sized each other up. While the blonde was sizing up her opponent, she learned that you should always overestimate your opponent. Eddie chose to start out with a series of hook, jabs, and fast hits trying to keep the blonde from counter attacking. Felicia smiled at his punches, the other guys she was holding back with Peter on her mind but this guy was an enemy in her eyes. She smiled as he started with a flurry of blows, he was good but lacked experience against real high leagers like the super villains or her shared man and their new girl. She simply ducked in a flash and countered with a round house kick to his ribs, he groaned as he felt a few of his right ribs break from the sheer impact of her kick. He groaned as she smashed her fist into his face and he went down like a sack of potatoes, she simply smiled as he raised himself off the ground.

"So much for being better than Petey, huh. I have never beat him, EVER. And he holds back every time, you didn't last two seconds", Felicia smiled as she turned around and started walking away.

"Fuck you, you stupid WHORE", Eddie snapped as he bit his lip and ran at the blonde only to have her heel hit his solo plexus with a grim smile.

"Face it, Brock. Peter is the king among men, your a defective fuck-up", Felicia answered as she pulled a leather jacket over her black slacks and sports bra.

Close to an hour later she headed inside a diner, she ordered a table and sat down. Felicia sighed sat in the booth waiting for the others, she had fought to burn off her anger in order to keep from snapping at the others. It was a trying time for all the girls who were more than pissed at whoever took Peter from them, each couldn't even sleep with him gone. She had taken to fighting multiple small time crooks since she had no other info on Peter. She smiled wearily when Kitty and it was evident she was crying. Felicia rose to greet her and guide her to the table.

"Oh, baby girl. I know I miss him too, come cuddle", Felicia cooed in Kitty's ear.

"Have you heard anything", Kitty whispered hoarsely.

"No, baby girl. But the others are here", Felicia answered.

"Hey", Gwen and MJ greeted with a gloomy face.

"Hey", the pair answered back.

"Sorry, for yelling at the both of you, I well you know", MJ said as she bowed her head obviously cooler and more relaxed.

"Felicia, sweetie. I have been looking for you", a blonde haired man smiled as he went to hug the girl.

"The fuck are you doing here, Kitty get the other two out of here", Felicia answered as she stepped back.

"Is that anyway to treat your father, sides I could use the best partner in the world", he smiled back.

"If you steal anything, I'll turn you in. I work with well you know", Felicia growled out.

"Hmm, I thought you wanted to turn him", he answered back.

"Well PE-he showed her the error of her ways, Gwen blushed.

"Stop fucking around Felicia, your better than this", he snapped as he walked away.

"Sorry", Gwen said once he left.

"It's alright Sweetie, unfortunatly. Kitty and I have to stop him, let your dad know", Felicia sighed as the four sat down.

"But, he's your father", Gwen answered.

"I made my choice and that choice was to be a hero with Peter. I won't stop being one just cause Peter is gone, I made my choice and chose my team and I will fight my father if I have to. I will do anything for Peter, that includes charging head first alone in to hell if need be", Felicia smiled as her eyes started to tear up.

"Look, I want to ask a favor from you", MJ asked as she grabbed the older blonde's hand.

"Depends on what it is, I won't screw other guys. I may be a whore but I'm Peter's whore", Felicia forced a smile wanting to cheer the others up.

"I want to learn how to fight. I just feel so...useless", MJ asked as Felicia sat up and kissed the red head's forehead.

"I won't hold back my training for you. Peter needs me at my best, alright. You have to keep up, if you can do that. Then you're welcome", Felicia smiled as she pulled back.

"Yeah, she can be like the silk spider", Gwen smiled as Kitty shook her head.

"Who says we all have to be Spiders themed, Felicia and I are both cats", Kitty smiled as the four girls bonded.

Meanwhile back with Peter...

The island that they were on was heavily forested with hardly any wild animals save a few birds that neither could even recognize. As far as Black Widow could tell they were probably on a private island in the western hemisphere, due to the sun's location. While Peter couldn't help but worry about his girls and that no one was there to help them in case of the worst possible scenario, Natasha took notice that he seemed a little off and clearly agitated. She expected him to simply solve his libido elsewhere like trying to screw her but he seemed more worried about girls who were perfectly safe. The pair had just attacked the hospital building to get Peter's equipment like his web shooters and his costume, Widow had said that she wanted to slow down a bit and focus of staying alive but Peter had wanted to take the fight to them.

"Spider-man, we should wait. Fury will find us it's only a matter of time", Widow protested.

"Like hell, look I don't expect some heartless bitch to understand, It's called love", Spider-man answered as he climbed a tree to scout only to fall back as the sound of a rifle shot could be heard.

"Damn it Spider-man. It's my job to protect you", she cursed as she as she inspected the hero's body.

"I'm fine, barely missed me though. Climbing on top trees, bad idea", he answered as she pulled himself up.

"Fine, I will help you, but only to keep you alive", Widow sighed as she pulled a small oval silver thing about two inches wide, "Widow cams, they'll let us scout the area without getting shot at. So now web slinging, we're walking."

"You know how much arch support these things give", Spider-man whined.

"Put a sock in it, your a hero", Widow answered back.

"Socks make it worse actually", Spider-man replied causing Widow to let out a laugh, "Ooh, chinks in the armor."

"Just keep up", she smiled back.

As the pair walked through the forested region towards a rather large building off in the distance, hours had already gone by. Widow explained that it would take longer as they were avoiding the surrounding patrols, Peter being Peter made a crack here and there enjoying that the SHIELD agent actually had emotions. Meanwhile Widow found him amusing to be around, he may have been annoying but his often odd, goofy, and often bizarre comments were definitely amusing and seemed to raise his morale. After initial scouting they could actually be able to take out the four patrols without initiating combat between against all for at once. As they approached the first squad of six men, Peter used his shooter to bind the first of the mercenaries head while he pulled him and threw him into the second mercenary. Peter shot his other web shooter at Natasha as he pulled her into the sea of trees he was hiding in.

"Shh, I'll get them so stay here", Peter whispered as he glared at the remaining mercs with his bandana covered face. Before shooting slinging himself out of the trees and towards the other five armed mercs. Peter then massed his webbing into a giant mace and preceded to smash two until they were unconscious, while Black Widow focused on the remaining three. Thee first ran for Spider-man passing her only to have her leg impact the back of his knee, only to have him smash into the ground. The second swung at her as she avoided the attack while pulling out her strangle wire to wrap around his wrist and to a tree while the other man got several darts in the face.

"Show off", he muttered.

"So says the guy who beat people with artificial webbing", she replied.

"Hey I'm Spider-man, It's my thing. Your Black Widow, which by the way don't kick, strangle, or dart people but you do eat your mates so", he smiled back

"Haha, very funny. Well shut up they others will be coming soon", she answered as she punched the remaining one in his face.

The pair made a good team, both were quite good with ambush tactics and were smart enough not to try and press their luck, however as they had eliminated the enemy squads several hooded people revealed themselves.

"Welcome Spider-man to the ultimate hunt."


	6. Redemption Part 3

Redemption pt 3

Felicia sat in a Bronx police station waiting impatiently as she sat outside Captain Stacy tapping her foot rapidly tapping her foot trying to annoy the damned desk clerk who kept checking her out. He had already hit on her and used some of the stupidest pick up lines since she was technically legally of age. The fact that she was sleep deprived didn't help her patience at all. Finally after what seemed like hours, captain Stacy finally opened his door for her to come in. She rolled her eyes as the fat man gave another rather disgusting smile before she rushed inside, eager to get out of the pig's sights.

"Ahh, Felicia. I promise you we're doing everything we can to find Peter", Captain Stacy forced a smile for the younger blonde.

"It's not about that, it's about the planned heist of the Cairo Jeweled Spider. My father is planning to steal it, I don't know why or for whom but my dad taught me everything I knew about thievery I talked with the others and well Kitty and I will help you protect it", Felicia answered with a stoic face.

"And who is your father exactly", Captain Stacy smiled.

"Well he's known as the "Cat", but his name is Walter Hardy", Cat answered as she pulled out a small black coin with a red line on the outer ring.

"Wait like the thief wanted by SHEILD, I don't think I can save him. I mean SHEILD is going after him with everything they got and I can't protect him", Captain Stacy whispered.

"Look I chose this path, to be one of the good guys and my father is a thief I told him of my decision, that I was one of the good guys now. He thinks I'll switch sides but I can't do that to Peter, if I can bring him in at least he'll live", Felicia answered.

"You sure, this might be a bit hard", Captain Stacy asked.

"I'm a big girl, I made my choice and that means I'll stick with it. Regardless of how hard it gets", Felicia answered with a watery smile.

"You really do love him don't you", Captain Stacy smiled.

"Yes, it may have started with amazing sex but I love him more than anything else, well actually that isn't true. I love Kitty every bit as much as I love Peter, Gwen, and MJ. Well Gwen and MJ I love in a strictly platonic way, even if they annoy the hell out of me sometimes but that's what family members do", Felicia smiled.

"Alright let's get you home, before you kill Detective Cesar", Captain Stacy smiled.

"I wouldn't have killed him maybe remove his "junk" but not kill him. I'm a good girl now remember", Felicia smiled as Captain Stacy walked with her to his car.

She was grateful that he drove her home since she was letting Kitty use her bike for patrols sending her to all the fences Felicia still knew in search of her father setting up a relocation deal. Captain Stacy was sending roughly a quarter of his force to keep an eye on the temporary exhibit in the museum once he dropped Felicia off, before calling Fury and letting him know that one of their most wanted was going to be in New York. He wanted everything to be taken care of before any of the girls could get involved, Peter would want it that way. And Peter deserved to have someone watching out for his family while he was gone and honestly it was something very well deserved for the young hero.

Meanwhile on the mysterious island with Peter and Natasha

Peter paced back and forth annoyed that Natasha wanted to take a break her and now instead of finishing this stupid hunt thing. Leave Kraven's bastard child to try and redeem himself in the eyes of his father. The damned bastard not only took him away from his girls but now had wanted to put Spider-man on the super gaming preserve and do what his father could not. They had fought a variety of followers of the hunt all of which were rather pathetic

"Alright, breaks over", Peter sighed as he turned to Natasha who shook her head.

"No, we have things to do",

"Fuck, enough with the waiting", Peter answered.

"You must rest, you haven't gotten more than an hour or so per night", Natasha answered.

"I don't need sleep. I just want to GO HOME", Peter growled back.

"You have to wait, patience is what is going to get us through this not rash decisions Fury is looking for both of us, and we have to trust that he'll find us". Widow answered back.

"NO, **YOU DON'T GET TO TALK ABOUT ANY OF THEM, I LOVE THEM AND I WON'T HAVE YOU DESECRAT THEM BY TALKING ABOUT THEM**", Peter roared as he shot himself into the air and away from Widow.

Peter growled as he sped through the jungle, Natasha or Black Widow was some heartless bitch who only cared about the mission. Who the hell did she think she was, he never wanted to be a soldier of fortune fighting only for the mission. Maybe working for SHEILD wasn't a good thing, yeah you may be a A-list hero and get the fame. But would he become someone like her, someone who saw the mission first and foremost. No he couldn't do that to Gwen, MJ, Felicia, and Kitty, he loved them and they were what mattered to him. Sure in the beginning he hadn't wanted this but here and now he needed this, needed them. Gwen was always the one person who could outsmart him but always let him have the spotlight grade wise, while MJ was so passionate about her life, friends, and her dream of becoming an actress. Felicia, she was hot and fierce when it came to Peter and the other girls, she loved them all. And then Kitty, she was the youngest of them all but by far the most nurturing. Life without even one of them was utterly incomplete and empty without their smiles, grace, or heavenly appearances in his day. And she wanted to wait for Fury to come and help, what the fuck was she thinking. He had to go home and would take out every god damned person who stood in his way. However as he was web-slinging towards their next intended target, a rather large building. He webbed the two guards outside before checking his web cartridges glad to see he still had reserves since the girls insisted that he always carry plenty of spare cartridges He entered the building to see it was some sort of makeshift guard post from some old decrepit lab from the looks. As he took off his mask he found a guard who was taking a nap on a cleaned up desk. He smiled and gave him a good hit to knock him up before webbing him to the wall while searched the lab for a map of the island as was their original plan to help them navigate the island.

Meanwhile back with the girls.

Felicia was making her final preparations before heading to the museum, she was nervous that Kitty might change her feelings about Felicia once she met her father. The mere thought of the former X-man hating her actually hurt the older blonde. Sure in the beginning it was about sex with her(think about the variations that a phasing bed mate could achieve)but as time went on, she grew to love the brunette. Tears began to well in her eyes as she pulled on her mask clouding her vision, which kept her from seeing Kitty come from behind.

"You know you don't have to do this, I can handle this", Kitty whispered.

"No, I need to do this, but thanks for the offer. Be careful, my old man won't hold back", Felicia smiled as she tugged on her mask.

"Yeah, doesn't have an super powers does he", Kitty smiled as she pulled on her hood.

"No, but don't let him get the best of you. He's good, an expert-".

"At several martial arts and the guy who stole the recipe for the super soldier serum used on Captain America", Shadowcat acknowledged before she gave the older blonde a kiss.

"He used to tell me that the Soviets paid him for it, also claims he used it on himself but well it could just be saying that", Black Cat smiled as they exited their bedroom.

The museum was cold and darker that allowed the The plan was to capture him so only a few SHEILD agents would be inside along with the both girls, while the police were right outside hidden in stores, vans, and pretty much anything big enough to hide a person. They really didn't have to wait long as the thief who had come exactly as when and how Felicia had stated. Several SHIELD agents were incapacitated by nerve gas and sleeping darts, it was clear where Felicia had gotten her superior training from. With a deep breath and a courageous smile from Shadowcat the pair descended on the master thief

"Last chance to surrender", Black Cat smiled as she faced her father.

"Look Felicia sweetie being a hero doesn't suit you. Does your Spider-man know who you really are does your partner there", the man smiled as Felicia scoffed.

"Unlike hope you lied to mother, I told my the Spider and our lovely little lady Shadowcat here. They know who I am or was and still love me, now just surrender and you might get off lucky or something", Black Cat answered as she offered a pair of handcuffs in her hand.

"Like hell, I'm giving up. Look's like I gotta show you what you left behind. Let's see if you two can take on the Cat", her father smiled as he struck a simple fighting pose.

Felicia already knew he had claws like hers and the same with the grappling hook/baton that she herself was highly proficient with. But he had shot darts at the SHIELD agents somehow and the gas had to be fired from somewhere. She gave his bugler suit a studious glance to analyze other threats it might hold. The suit like hers was pure black and skin tight but incredibly durable to protect but never slow down it's wearer. However his wrists seemed a bit more bulgy than she remembered, her suspicions were confirmed when he held his wrist up and pointed at the pair. Black Cat lunged at her father while Shadowcat phased into the ground with their usual tactics. But the Cat smiled as he simply jumped back and then around not staying in a single area for more than a second or so, Black Cat reached into her cleavage and pulled out one of her gas bombs and threw it at the ground. The Cat countered by shoving a small cone shaped device over his nose and mouth and answered with a right hook into Black Cat's solar plexus. She crumpled to the ground due of the blow and struggled to breathe, her still knew where to hit her. Shadowcat swung at The Cat's legs only to have him leap out of her attacks as if he knew what she was about to do, it was aggravating how could some old man without powers put up this much of a fight. Shadowcat ran at The thief before phasing into the ground, moments later she jumped up right in front of him, The Cat stepped back and placed his palm of the former x-man and activated their ability. Shadowcat's body clenched as a small amount of voltage into her body and as he ripped his hand away from her, his clawed had took the front of her uniform with it. Shadowcat's yelps helped bring Felicia back to realty and she glared at her father, in her mind that was something that was unforgivable. She clenched her teeth as her father watched Kitty trying to cover her now bare breasts. She sneaked up and used every ounce of her talent ti sneak up on her father, she wouldn't let him ogle her like one of his trash whores. She suddenly wrapped her arms around his neck in a sleeper hold and glared at her father.

"Oh No, YOU DON'T GET TO FUCKING LOOK AT HER LIKE THAT", Black Cat growled as she ripped him away, all the while squeezing harder every second.

"Fe-li-cia", her father moaned as he struggled to breath.

"Your ego was your weakness. All clear, you alright Baby", Black Cat answered as she used his own glove to taze himself.

"Your dad ripped my costume", Kitty whined as she held up her former X-men uniform as the Cat started a huge coughing fit.

"Come here, they're starting to come in. I'm sorry my dad ogled you like a horny perv", Felicia answered as she tugged the brunette with a tight hug not wanting to embarrass the mutant girl anymore.

"Yeah, my girlfriend comes in to save me from her father by practically strangling him. What would Peter say", Kitty joked as Captain Stacy and several SHEILD agents entered the building.

"Sorry, here let's get you a top or something. You can we have a shirt or something for Shadowcat", Black Cat asked as Captain Stacy offered his

"Any word on Spider-man", Captain Stacy whispered as both girls shook their heads solemnly.

"Actually we found out where he is, a private island bought by the illegitimate son of Kraven named Alyshoa", Fury smiled as he came with an entourage of jet packed SHEILD agents.

"You just found this out right, cause if it isn't. Well I'm kicking your ass here and now Fury", Black Cat hissed as she glared at Fury as the few police

"I don't think so Ms. Hardy, get her", Hill barked as as she drew her pistol and aimed at Black Cat's face and the SHIELD agents showed hesitation.

"Stand down Hill, just found out. You really think I come out like this for just the air", Fury answered.

"No but the man who could have the answer to the SSP problem, I think so", Shadowcat answered.

"True, but for kiddies in love. I make exceptions", Fury smiled back.

"You mean for super powered kiddies that you want to join your little team. We're not stupid, now where the FUCK is Peter", Black Cat smiled as she dusted her shoulders off.

"Yeah, um Fury can I get a SHIELD uniform. He ripped my shirt and this jacket is a little big for me", Shadowcat blushed a bit.

"First things first, Jenkins, Bawkes. Take them to the other girls, we're gonna get Webs back", Fury answered as both grabbed the girls as the shot into the sky.

Forty-five minutes later...

Felicia who was still wearing her suit, sighed as she entered the small cabin holding several bottles of water and warm towels for Gwen and MJ who were apparently airsick or something. She rather be on the bridge but someone needed to stay with the girls and someone else needed to pick up the water and warm towels, since Kitty was playing nurse the task fell to Felicia. And like hell did she want some SHEILD agent fucking with anyone, so for now she was playing errand girl. She turned to see both Gwen and MJ with their heads shoved in trash cans and Kitty rubbing their backs in soothing circles. Kitty looked up with a apologetic smile but Felicia simply kept up the forced smile as Kitty stood to take and administer the water, leaving Felicia watch the mutant girl who filled out a SHIELD uniform very well.

Elsewhere...

Meanwhile in a clean bare room ruffled blonde hair peeked out from under a blanket as it's owner somewhere in a giant mound from under the blanket with three various masses of hair in a rough line. A blonde aged woman entered the room and turned on the light, she looked about forty with red rimmed glasses and and dark brown eyes. Her pasty skin and tired eyes showed the dedication to her work she had, she wore a buttoned up lab coat that hide everything else she wore with the exception of plain and worn dress shoes.

"Ben, sweetie it's time to get up", the doctor smiled as she entered the room.

"Doc, look I don't need anymore training. I graduated, remember", Ben whined as the other shapes made themselves known as they pushed the blankets of of themselves.

"Ooh, sleeping with Carol, Mai, and Jasmine. Looks like you got enough partying last night buster, now GET OUT OF BED", the doctor smiled as the girls quickly put threw on their plain clothes and their own lab coats.

"You know for an adopted mom, you can be quite the bitch sometimes", Ben yawned as he stretched in bed looking identical to Peter Parker but with blonde hair.

"Now, now Ben. You're the team leader, now get dressed because I think you'll like this mission", she laughed as she laid out a small tin tray with a protein bar on his desk as he rose out of bed.

He sniffed his "pits" before quickly heading over to his uniform and putting on his pure red suit and sky blue sleeveless hoodie, he grabbed his red hood and protein bar and exited his room. He bumped into a woman wearing a black suit with a white spider stretched out in front of it and her blonde hair flowing freely behind her.

"Here, Ben. You know if you keep sleeping with the staff, Kravenoff's gonna get pissed again. Just like last time", she smiled as she handed him a tin bottle of water.

"Thanks, and no he won't. You and I are the best two he's got, the other are too much of wild cards to do their job properly with out us bossing them around", Ben smiled back as they walked down the hall toward the briefing room.

"Ahh Scarlet Spider, my most modest of brothers", she laughed as they turned around again.

"The fucked up thing is that it's true, least I got my younger sister watching out for me", Ben answered back before wolfing down the terrible tasting bar and washing it down with the water.

"Yeah, but you should be the one watching out for me", she smiled.

"Look Julia, it's what the responsible sibling does", Ben smiled as he shoved on his hood and entered the briefing room with his sister.

"Yeah yeah, now stick to code names. You know of Kravenoff is", she smiled as she sat down.

He sighed as he motioned for Arachne to sit in her spot as number two. He trailed looking as his team members were scattered in the room, doing the head count was the worst of his duties as team leader. Number three was code named "Spider" who was clad in a suit similar to his only with out the hoodie and had clawed fingers. He was the most aggressive on the team and often killed many who got in his way so much in fact, that the assistants stopped any and all contact with him. Next was number four or Cyber for the fact that he had four cybernetic legs connected to his back, each gold and had a different use. He wore a red and blue costume and was much cooler but often used words that were way to big and often confused anyone he was talking to. Their fifth was six whose suite was jet black with a white line going down the back of each arm with a white spider in the front. However number five was missing although that was probably for the best as even Spider was fucked up as he is is more stable than Kaine. Next was number six, Spidercide who was the strongest of them all wore and black and red suit resembling Cyber's suit but black instead of blue. They had another member of the team but he was more like equipment or like weapon was by far the most deadly being a human sized spider. Ben Really didn't know what was with the team being spider themed but then again "Boss", as Ben called him was not really all there. Moments later as if being paged Boss entered the room with a rather pissed look on his face.

Meanwhile the four girls sat in their room

Felicia and Kitty were busy rubbing Gwen's and MJ's backs in smoothing circles. The three knew that Felicia hated playing nursemaid and shared a look before Kitty chose to speak up.

"You can go and do whatever, I'll take it from here", Kitty smiled.

"No, that's okay. It's not really the nursemaid thing right now, more of the knowing and on the way to go rescue our "lover boy" and the eventual orgy that will take place once him and us are some where more private", Felicia answered with a tired smile.

"Those two airsick", Fury answered as he came in.

"Don't act like you actually care, are we there yet or not", Felicia huffed as Kitty massaged the two puking girls' backs.

"Aw, now you've gone and hurt my feelings. We're sending out the rescue team down, are the two of you joining them", Fury answered.

"I'll go, want to stay here Kitty", Felicia smiled as she turned towards her female lover.

"No, go. We'll be-", Gwen was cut off as she shoved her face into the trash can to puke again.

"Yeah, we'll bring him back safely, take care of them alright Fury", Kitty glared before she followed after Felicia.

The pair entered the same shuttle as they saw two other teams board the same kind of shuttle as they were. The plan was to send each shuttle on a Island in the chain to broaden the search, each team consisted of twenty members of assorted talents. Fury had wanted to split the girls up but both didn't want to leave the other in case they were separated or god forbid kidnapped or something. The entire boarding process took only a minute or so before the shuttles launched before separating Kitty and Felicia were looking out the small window in vain for any sign of Peter. They had seen a rather large tower and chose that as a meeting point just in case. However as they looked at the window they saw several gold flashes head towards their shuttle. Felicia took a deep breath before tossing Kitty into a escape pod with giving the younger girl a playful wink before the pod jettisoned away towards the island at a record breaking pace. Everything going black for the former x-man as the g-force slammed her into the soft padded walls.

One hour later...

Felicia awoke on a beach in the remains of the shuttle, her head thumping and her body sore from the crash. She looked around half glad that she didn't see anyone, she smiled as she realized she was actually worried about someone other than herself. She stretched her body and checked for any broken bones as she rose up, glad as soon as every bone hurt but at least she could move her body. She ventured towards the forest in the direction of the tower, she looked at a rather tall palm tree and decided to climb in with her baton. Felicia sighed as she perched herself as high as she could, it was terrible she had gotten seperated from Kitty and the rest of her team. She had to get to the outpost she told Kitty to reach, with a stoic look on her face she sped to her current the tower hoping that Kitty would already be there. However she immediately noticed a man who was wearing what looked like a orange prison jump suit. She laughed at who would wear such a get up but stopped when she noticed his brown hair. It was Peter's and the height seemed to match his as she rushed towards her shared love, could it really, honestly, and absolutely him? She sped towards Peter and threw herself into him, tackling the young web crawler and smothering him with affection. However Peter simply threw her off of him and then shoved her into the tree.

"What the hell, get off of me", Peter growled as Felicia looked up at his face only to drop her jaw at the sight of his melted and burned face.

"Oh my god, Pete. What have they done to you", Felicia begged as she stood up and looked into his face.

"Hmm, oh yeah. They tried to turn me into a spider, I barely escaped with my life", Peter smiled as Felicia looked into his eyes.

"Oh I see", Felicia asked as she realized this wasn't Peter at all.

"Come here, we can get revenge", he smiled as Felicia nodded and hugged the copy cat.

"Yes revenge", Felicia smiled as she activated her glove's new ability that she had taken from her father's glove.

She activated it's shocking ability immediately as the copy fell to the ground, she tied him up and growled. However did this was going to pay and if Peter was harmed in whatever caused this thing, the amount of hell she would bestow would be insurmountable. She tied him up and immediately called activated her distress signal before pulling the small flashing tracker out and leaving it in front of the incapacitated copy before hurrying to her next location.

Meanwhile with Peter...

He was rushing headfirst towards a crash he had heard a hour earlier and was or rather hoped he was quite close now. He tried to stay calm but the thought of it being a private plane piloted by the girls kept flashing in his head, he had played various scenarios and none of them were good. He made a final dash for what looked like a bright light and shot into it, it was only the exact second where there was no going back that he realized that he had shot himself into the surf and right over Black Widow and what appeared to be him. He hit the water with a loud splash that should like the loudest slap ever, he of all things had hit the water belly first and simply floated on the water. Moments later Black Widow had lifted his head and he could hear her muffled laughs.

"Yes yes, very funny", he answered as he pulled of his hood.

"Yes, quite funny indeed, Spider-man", Black Widow laughed.

"Hey, I'm not doing so bad. Give me a little credit", Peter demanded as she helped him up.

"Have you come across anyone...similar to you", she asked as she pulled him towards her discovery.

Peter was horrified, confused, and honored at the same time when he stumbled on a man with his exact likeness well Peter himself didn't have third degree burn scarring on his face.

"What the hell, it's me", Peter fell back as he looked at him.

"I found him with this SHEILD distress signal, looks brand new. The wreckage seems be from SHIELD helicarrier shuttles, but if they aren't here that means that hey must have some cloaking technology. Keep an eye on him, I'll look for any survivors", she added as she scanned the beach.

"Wait, so there was a crash. Are Black Cat and Shadowcat here", Peter called out.

"You, look like us", moaned the copy cat.

"Did you say us, there are more of you", Peter demanded as he picked up the copycat by the collar.

"You are our target, we must kill you", the copy answered as he struggled to overpower Peter.

"Like hell, you are gonna tell us what the hell you mean before things get physical", Peter smiled as he slammed the copy into the ground.

Suddenly a rather beefy looking Spider-man dressed in red and black appeared from the brush, the copy smiled as his gaze shifted to Peter.

"Now you're in trouble, take care of him Spidercide", the copy smiled.

"Kaine, we have been looking for you. Put him down, insect before I...oh it's you. We have orders to kill you", Spidercide said with glee.

"**JESUS FUCKING CHRIST, WIDOW**", Peter yelled as Natasha perked her head up.

"Don't let him take the prisoner", Natasha answered as she immediately shot several darts at the hulking copy.

Spidercide smiled as he was looking towards this fight, they hadn't fought during the last few missions and he was rather itching for a fight. He didn't really care about Kaine but his orders were to bring him in alive and he would follow Kravenoff's orders to the letter. Peter jumped back as Widow fired the darts at the brute as he put him off the side. Spidercide countered by picking up a palm tree and throwing it at the pair who skillfully dodged it as the sound of it hitting the water cased the crashing sound. He rolled towards the giant before giving him a uppercut as he slammed his fist into Spidercide's jaw. As he proceeded to pummel the brute with a flurry of hooks and jabs, as Widow rolled rolled towards him and sweep kicked the back of his knee hoping to knock the brute down. However he simply took the blow and laughed when his fist slammed at the spy who spun around his massive arm and wrapped her legs around his head and proceeded to give a couple of jabs as he simply reached for Peter grabbing his leg and using the wall crawler to hit her. She grabbed him as he tried to throw the pair as Peter used his web on a tree and spun himself around the tree and back at Spidercide as both kicked the brute as he hit the ground. Peter seemed to brutally smash Spidercide's face with a flurry of blows, before another spider made it to the scene. Scarlet Spider shot his webs at Spider-man, he could take care of their nemesis ready to draw him off of his target.

"Spidercide get Kaine out of here", Scarlet Spider answered as he shot a barrage at web bullets at Black Widow.

"How many more are there", Peter answered as he kicked Scarlet up in the air before jumping after him and smashing him into the ground.

Natasha decided to focus on the brute, after all she had fought the hulk before or rather held him off for a few minutes. She jumped back as she dodged several more strikes as she checked her wrist, six tranq darts, twelve stun darts, and nine tazer darts. She could shoot him all and then help Peter while this brute died or something. She decided to shoot everything which seemed to only slow the brute a bit but at least she was sure she could dodge his blows. She proceeded to bob and weave while she allowed all of her darts to take effect as they soon took effect as the brute began to bob and weave before he stumbled towards the copy dubbed "Kaine" before crushing the smaller man with his fist before losing consciousness Ben cursed as he saw the smaller and weakest of the clones and webbed Peter's with one hand and smashing widow with his other hand before picking up the brute and fleeing into the forest.

"Sorry, I couldn't beat him but well my minds kinda cluttered", Peter cursed.

"Peter you need to calm down, look this should help", Black Widow answered as she dropped to her knees immediately pulled his cock out to devour it.

"Uhm-Nata-shaaa", Peter moaned as she dug her fingers into his ass to shove even more of his cock into her mouth.

She began to feel the effects of the pheromone and cursed that she could only afford to give him a quick blow granting him release he needed. Natasha smiled in her mind do to Peter's inability to speak actual words while she sucked all she could from him. She had to admit even though she was giving her all in her service he had a stamina she hadn't experienced anywhere else. Peter suddenly clutching her hair brought her out of her focus on him and proceeded to push herself even harder. She felt compelled to help him reach climax, the pheromones that plagued him seemed like a gift from god to her. Her entire body clenched as she came the moment he released his load into her stomach, but she wasn't done yet. His cum seemed more delicious with each passing second, she growled in her throat the moment he tried to pull out. She needed every bit that was left and would stop anyone from keeping her from her new found "treat". His hips buckled and he moaned as her head seemed to follow after his falling body. Then mid air it hit him, she had her mouth around his cock, mouths had teeth, and teeth were the strongest bone in the human body and teeth and cock were never meant to be together. Luckily his girls had all been careful or experienced in Felicia's case and had not scraped him so it was a pain he never experienced. But a loud pop had brought him out of his nightmarish dream.

"Thought I'd take a bite or something", Natasha smiled as she licked her lips.

"Uh, sorry", Peter mumbled as he put his "snake back in his cage".

"I can see why those girls of yours are so protective of you", she joked before using her tongue to check the small crevices of her mouth for any remaining cum.

"Why you a convert or something", Peter joked back.

"Maybe, it has been a while since I got "Laid" as Felicia would say", Natasha smiled back as she finally stood up.

"Really, but what about Captain America, Iron Man, or Daredevil", Peter asked before slamming his hand over his mouth.

"It's okay, they were fun at the time and the sex was good but they all wanted me to change. Captain America wanted me to stop doing what I do, problem with that is I like doing what I do and I couldn't change. Iron Man was more interested in just sex which I needed at the time, and Daredevil wanted me to stop working for SHEILD since they do a lot of wrong for the greater good. I liked them all but it never went past sex and the occasional dinner", Natasha smiled as she looked at Peter.

"Crap", moaned as he thought of how hard he pressed, forced, and asked Felicia to switch teams.

"You can relax, no one could fake that she gives when she looks at you, or thinks of you, or how she glows the moment you enter the room. She may be a pain in the ass to Fury, SHIELD, or any other form of authority, but she loves you, not Spider-man, not being a hero or thief, she simply loves you", Natasha answered as she gave Peter a kiss on the cheek.

"Really", Peter asked hopefully.

"Everyone can tell the looks she gives you", she said as she watched him give her a anxious look, "They all have that look. Now let's get you home to your pretty girlfriends, too much longer and I am going to join your little group."

"Wow, you do have a heart and here Cat said that you were a cold heartless bitch that needed a lay so she would stop being such a bitch", Peter smiled as Widow gave him a stern look and he let out forced laugh and said "Sorry, can we forget I said that please?"

"What can't take a joke", Widow laughed as she ruffled his hair

In the underground laboratory

Ben couldn't believe it, they had finally fought the man who they were trained for their entire lives to fight this guy and there was already a causality on the team. Kaine was dead although he was the least skilled he was a brother but here was Spidercide gladly cheering his accomplishment about killing the weakest member of the squad and severing the weakest link. Then "Boss" himself arrived looking none to happy at the two receiving treatment.

"Sorry Boss, but that Spider-man guy. He's one hell of a fighter, him and I were dead even", Ben answered as Alyssa walked over and back handed Ben.

"You failed me, R-zero-one, W-zero-nine at least you obey my order's to kill K-thirteen", Alyssa smiled as he patted Spidercide's shoulder.

"You have failed me, Reilly number one. Deactivate him and start on number two immediatly Dr. Reilly.

"But he still has his uses, I'll work on another immediately. He can help us train others", Dr. Reilly pleaded.

"No, it is flawed then it is useless. He is the strongest of all the attempts so far. Number two will be better if not, well you will pay for any and all flaws", Alyssa growled out as he pointed at Ben Reilly.

"Ben", Dr. Reilly whimpered as Alyssa exited the room.

"I'm a fucking clone great way to lie to me, but wait every mother lies to her children. Tooth fairy, Santa Claus, what about the whole I'm really only like a six month clone. You win mother of the year for that one", Ben growled out

Dr. Reilly cursed herself for lying to her one and only son, she had given him her hair and his brown eyes and truly loved her boy. So what if he was really some clone of a super hero, none of that mattered and she would do everything for her son. She let him vent his anger as she got ready a shot for him, it would grant him immunity to his current protein deficiency so that he could live. She had also prepped one for Julia , his only other family. She let him rant for a hour to cool down before helping her son escape from this dreary life, maybe she could use Spider-man to help get him out of here. Ben Reilly slammed his fist into the table he sat on, growling at his loss. Hating that he a clone of the guy he was supposed to kill, had beaten him so easily. Was this is supposed to happen, was he meat for utter failure against the original? He had trained hard every single day of his existence but how long was that really. He looked at his Dr Reilly and her assistant with nothing but malicious intent as she attempted to give him a shot. The moment she came to inspect his arm hand was around her throat

"Great, I'm a fucking clone of the guy I'm supposed to off. A fucking carbon copy", Ben roared.

"Ben, this will save your life, with this you'll be like a normal person", Dr. Reilly barely growled as she attempted to give him the shot.

"Why do you call me, that. I mean aren't I just Reilly number one, just fucking kill me", Ben moaned with a pale face as he couldn't kill the woman who had raised him.

"No, you are and will always be my son", she answered while she gave him the shot while Seward watched the door.

"Look get out of here, I'm gonna fucking murder Alyssa", Ben answered

"Then I will support you, Ben I love you more than I ever should. If it would make you happy, I would gladly give you anything you want", Dr. Reilly smiled as she gave his forehead a kiss.

"Don't do that, look just stay here and out of the way, Doc. Seward, get her off this island. I want to save Peter, that'll piss of Alyssa even more before I kill him", Ben smiled before pulling his hood on.

The door locked beeped signaling it's deactivation, resulting in Scarlet Spider using his webs to zip to the ceiling. He watched as several armed guards entered the room along with Arachne in her black and white suit. They immediately pointed their guns at the two scientists ready unload on them, with W-09 striking a boxing pose.

"Where is Ben, why have you corrupted him", Arachne hissed at the scientists.

"Right here", Scarlet Spider answered as he landed on the left gunman and then smashed his fist into the remaining gunman.

"Ben, stop this immediately You can still come back, these two will be punished in your place", Arachne answered as she caught his fist.

"I'm siding with Peter for now at least", Scarlet Spider answered as he slammed his head into the feminine clone as she slipped to the ground, "Can you take care of Julia?"

"Alright, Dr. Reilly smiled as she took hold of the unconscious clone and gave her the same shot

"Alright, Seward take a rifle and lock the door. I'll clear this place out for you guys", Scarlet Spider said as he exited the room.

Meanwhile with Shadowcat...

Kitty shook her head as she looked fro Felicia or some SHEILD agents but it was only her. Felicia seemed to have shoved the younger girl in the small escape pod. She set out to head towards the outpost and hoped that Felicia would be there waiting. Kitty reached the outpost without any trouble and hoped that it was already taken by SHEILD, however her hopes were quickly dashed as their were more of those armed men. She sighed as she gave a brief survey around the outpost, however she smiled when she realized they were all distracted talking about various things. She took a deep breath, Logan had taught her how to do this. She phased into a nearby tree and waited for the first guard to come by, keeping a eye on the others as well. The moment he was in the right spot she pulled him towards her and the tree causing him to hit the tree. The next two immediately opened fire and with the combined power of two heavy machine guns resulting in the tree cut uncleanly and all nearby foliage to be decimated Kitty gave an awkward wave as she saw fear on their faces, Logan had taught her that an enemy who had given in to fear had already lost the fight. She threw two of the stun disks which immediately incapacitated, the fourth man ran at her with a stun rod swinging wildly. She simply caught the handle and used his weapon against him, leaving the last to quiver in fear and to urinate in his pants. He screamed before running off and dropping his sub machine gun, which left her with a smile on her face and she entered the building.

The building seemed to be a small lab with various beakers, flasks, and jars, all of which contained fluids of various color and amounts. She then heard a rather hoarse growl and then a yip and decided to investigate. She searched for the source of the noise before hearing what sounded like talking out. She froze when she realized that she hadn't actually tied up the soldiers outside and proceeded to peek from the dirty window. She let out a breath when she saw that it was a SHEILD team and opened the door to let them now of her position. With the soldiers taken care of she resumed her search. It was infuriating until she realized the at table was actually rather small for any actual experiments to take place she lifted the cover and saw what looked liked a starving purple dragon the size of a cat. It snapped at her as she reached into one of the local pockets and broke off a piece from one of Peter's chocolate bars and offered it to the poor thing. After sniffing the offering it quickly devoured the small chunk of chocolate, once done it stared intently at Kitty who offered the rest of the bar. As it was eating the chocolate she reached for the small purple dragon only to have it bite her, she flinched but showed no signs of withdraw. She needed to help the little dragon and keep it safe from those bastards that kept such a cute little dragon. She slowly grabbed the dragon and cuddled it into her chest.

"It's okay little guy, I won't let them hurt you anymore", Kitty cooed as she offered another piece of the bar.

"Shadowcat, what is that thing", one of the agents called out.

"Think it's a dragon, I got separated form my team and Black Cat. Can any of you contact Fury or someone", Kitty answered.

"Right away Shadowcat", another answered as Kitty smiled at the little dragon that reminded her of the story about the brave dragon hero that saved the princess.

"It's okay little guy, I won't let anyone hurt you. Okay, Lockheed", Kitty gave an affectionate smile to the dragon who was nestled in her arms.

AN: Sorry this one took a while and I actually think I did too much, anyways the next chapter will have more actual fighting and a sneak peek into the next arc.


	7. Redemption Part 4

AN1: I'm so sorry for the delay but some bad things came up and I had to get my $&# together and everything anyways I'm sorry but I kind of shoved this out... Try and enjoy it please R&R and I'll fix it as soon as possible.

Kitty was continuing to feed Lockheed the chocolate bars and was thankful that it had stopped snapping, clawing, and scraping. It fact he seemed to enjoy the girl as she was giving him free and tasty food. And now that it had learned that the young heroine was trying to help, well it was rather sweet. She watched Lockheed who was intent on playing with her while the teams gave the small building a full sweep. She loved the little dragon and wonder if the others would allow her to keep the little guy. Suddenly a SHEILD agent ran out of his room, he ran towards the young mutant.

"We're picking up a tracking signal, it's Black Cat's", he called out.

"WHERE", Kitty called out as the he pointed to her left.

"A kilometer that way", he answered as she was already running towards the signal with Lockheed following after her.

"Thanks, I'll go check it out", she called out as she was near him already.

As Kitty sped towards Black Cat's signal, it was near the beach and as she broke through the vegetation line. She saw Black Widow analyzing what looked like the crushed remains of a maimed Peter Parker.

"**WHAT THE FUCK DID YOU DO**", Kitty yelled as she slammed Widow into the ground.

"I, nothing I swear", Widow answered a little confused

"**WHAT DID YOU DO**", Kitty repeated as she slammed Widow into the ground yet again the squawking dragon followed after her.

"Kitty, you're here", Peter's voice called out.

"Peter, I...thought..that...that...you...and...you...dead...and", Kitty was at a loss for words as he walked towards both prone ladies.

"It's okay, I'm fine see. That...he...whatever it is not me", he answered as she hugged him tightly while he helped Widow up.

"Tell me only something that the "real" you would know", she asked as she closed her eyes as the little dragon landed on his shoulder.

"The "Real Me",hmm", Peter whispered back with hurt eyes as he tugged the Jewish brunette away from Black Widow.

"You know what I mean, not some clone or evil version from an alternate reality or something", Kitty pouted.

"I know, just screwing with you. Look you let Cat baby you, she feeds you and everything", Peter answered as Kitty blushed at the realization that Peter must have heard them during a time it was just the two of them.

"Okay, keep it down. I well I don't want anyone to know", Kitty blushed as she hide her face in embarrassment from the world while Peter laughed.

"Hell I didn't yell it to the world did I", Peter smiled as he pulled up her chin with his finger and kissed her briefly

"So you don't think I'm a freak or whatever", Kitty blushed as asked him.

"Look I know you and Felicia inside and out and I know you two aren't freaks. Green Goblin, now there's a freak but you never. I missed you so much that, I well I-aah", Peter started but pulled away the moment Lockheed bit him.

"No, Lockheed. Not him, okay. He's your daddy and I love him very much", Kitty said flatly before turning a scarlet red at the realization that she had just confessed her feelings.

"I love you too, Kitty", Peter answered as Lockheed huffed as he clung to her shoulder as the pair kissed.

"Lockheed, this is Peter. Peter, Lockheed", Kitty smiled as she grabbed the dragon and held it out.

"A dragon, you think it breathes fire", Peter said once he noticed what it was.

"I came to save you and after I do, you are enamored by my little friend here", Kitty smiled as she watched Peter try and reach for the dragon only to have it snap at him.

"It's not like I ignored you but that's a fucking dragon", Peter smiled back.

"Sometimes, I wonder how I fell in love with such a geeky idiot", Kitty smirked as she shook her head.

"I've done it, sorry for the delay but our technology isn't as fast as it should be. Anyways, Peter from the sample you gave me it seems like this is a genetic clone whose genetic make up has been corrupted", Widow answered giving Peter a knowing smiled as talked.

"So you think it this could be like a cloning faculty or something", Kitty asked as she couldn't even look at the smashed remains.

"It's okay I'm fine, look this way alright", Peter smiled as he rotated her around so that it was behind her.

After exploring a bit more the trio decided to head to a small outpost and stock up on water and food in a worse case scenario, Peter smiled as he looked at a unique red flower that seemed to draw him in. It seemed to be in a vented jar as he saw various knobs and decided to open it. If it smelled nice he could give a blossom to each of his girls, each was as beautiful and unique as the mentioned girls. He opened the valve and inhaled, the scent was even sweeter than their origins' visual beauty. Peter doubled over when he felt the pheromones hit, he couldn't help it as he looked at both and felt it so much stronger than he ever had before. He looked at Kitty before shutting his eyes as he tried to shake the thoughts from his head.

"Peter, sweetey whats wrong", Kitty fawned over him while cuddling.

"Some of the flowers we have come across are known by some cultures to be male aphrodisiac. It seems to be taking it's toll, perhaps you should help alleviate his problem since you are romantically involved. But hurry up and finish him off quickly unless but if you don't think you can do it, I could always take over", Natasha smiled as she saw the girl take immediate offense

"You know what stay, you can see first hand that I can please my man. Maybe I can teach you a thing or two", Kitty growled.

However the pheromones that Peter was now excreting seemed to have both his companions completely enamored in what seemed like a sexual competition. Peter felt amazed as both females seemed to both pulling and pushing for the spider themed hero, both heroines attempting anything and everything to help alleviate any and all of Peter's pheromone induced problem. Natasha was bold as she was probably more experienced in such matters and Kitty seemed to have adopted Felicia's persona as she was acting much more bold than she usually did during any sexual encounters, Peter had experienced from the younger brunette. Peter pressed himself against Kitty's back feeling her body melt into his as if she was meant to fit with him. Kitty smiled to herself as she felt Peter's growing member harden and press itself against their clothes. She immediately noticed that Peter seemed more like himself as if he was holding back for her sake, she thought, but she was determined to show the older red head that although she was allowed to participate in said sex that she could do this herself. Kitty gave a sultry smile as she leaps off him before she activates her power and allows her clothing to phase off of her for the first time willingly. Peter had to admit he liked the younger girl's shaved body and felt himself savoring the mere sight of her, Natasha smiled at the lovers before choosing to join in. The red head's long, slender fingers slowly removed the now offending clothing that now seemed to be more in the way, than anything else. Natasha arches off the cot and begins to nibble on his ear, causing him to moan. Kitty blushed more out of pleasure of Peter obviously taking a liking to her body, she immediacy descended to his crotch pulling the tight leggings past his crotch along with his boxers. Natasha smiled then took to nibbling on his neck while the younger brunette serviced the member. Kitty was grateful of the "lessons", Felicia had insisted on giving her had helped her get over her gag reflex. Peter slowly began to lose his will as he grabbed her hair and began to ravish her mouth, Kitty intently keeping her eyes on Peter's. He released the load into her mouth and she relaxed her throat and allowed to semen to flow down her throat, as Kitty was recovering and massaging her throat Natasha took her turn. She immediately jumped in his lap and in mere moments was perched on the verge of bliss, it was better than she had fantasized in the last day and a half. Kitty turned to see Peter who let out a garbled string of syllables before turning to the younger brunette, he moaned her name as she crawled towards him a bit unsure of what to do. Kitty finally decides as she shifts behind him while the red head bounced up and down, pulling his head back so she can kiss him. It was an awkward angle for both but neither really caring about any discomfort they felt, and could not stop for long enough to reposition themselves. Peter pulled back with one hand and entwines his fingers with her hair anchoring them both together breaking only for a second long breath only when they had to for the need of air. Natasha was lost in pure pleasure as she tugged her own hair with one hand and felt up her left breast with her left arm. Peter smiled as he used his free hand to knead her other breast resulting in a moan of appreciation of his touch, Kitty playfully nips his tongue before pulling back. Peter whined at the lost of personal contact, Natasha couldn't help but smile at the lovers and then Kitty surprised everyone by lurching forward, catching Natasha in a sloppy lust filled kiss. Peter would have felt odd if Felicia had not gotten them into this position, although he had to admit that watching two beautiful specimens have their tongues duel. He slides a hand into her hair, cupping her cheek and then the back of her head softly, feeling the two women in front of him kiss with furious abandon. He leans down, brushing the hair away from the nape of Kitty's neck, and drops a kiss there, sliding his tongue across her skin. Peter felt Natasha's legs wrap tightly around his and she immdialty clenched as Peter felt himself reach his peak as well. She pulled apart from Kitty before giving both a knowing look before she headed to the other room, leaving the pair alone as they looked at each other and had a more passion fueled second round.

Back to Scarlet Spidey...

Ben smiled as he finished his third patrol on his way to find Spidercide and Spider, the most mentally unstable of the clones and the ones most likely to enact Bleach protocol. He had decided to kill them and then destroy everything from the project. It had only been a few hours since he was alerted by Dr. Reilly that Julia had a huge psychological break down once she discovered she was a clone and was drugged. They were going to hide her in another facility and he was clearing the path for them, once they were there he would seek out his target and help him destroy everything. However the sounds of vegetation were a welcome distraction from his task, the only one who made this noise and that was Spidercide. The Brute was focused on some task and charged through the vegetation, probably had found Spider-man meaning it was too good of a chance to pass up and he would take full advantage of the situation. Scarlet Spider smiled as he sneaked up on Spidercide who was one of the easiest opponents, the damn oaf never thought of the quiet approach. He was smashing everything in his way as he ran towards what could only be the actual Spider-man. He went ahead the hulking brute and set up a trap wire made of his own webbing. Once the brute fell over Ben would smash the brute until he nothing left, Kaine may have been the weakest of them all but he was still a brother. He smiled as Spidercide hit the highest strength webbing and slammed straight into the ground, resulting in a loud crash that everyone on the island heard. He then webbed the brute to the ground wasting both webbing cartridges and installing two new ones.

By the time the three entered came to investigate the sounds the only thing they found was Ben hitting wet bone chunks into the ground, Ben focusing all his power to destroy any trace of the man who killed his brother. Peter was shocked but saw the anger, hate, sadness in his eyes, wondering what could of earned such wrath. Natasha had to admit if he had done that kind of damage with his bare hands, was this sweet guy she was quickly developing quite the infatuation for. Kitty was by far the most disturbed as she clung to Peter, imagining she was back at home with Peter and Felicia curled up on the couch.

"Freeze", Widow growled.

"Easy, easy. I'm on your side. Well now anyways, my former boss kinda wants us all dead, Scarlet Spider smiled.

"Wait, your just switching sides", Peter asked as Widow already assumed a fighting stance.

"Yeah, you see, Kaine, the other one from before. He only wanted to be part of the team, and was willing to kill to get it. He killed him and Kaine was like my brother and well this guy deserved to die", Scarlet Spider answered as he stood over the mangled body of Spidercide.

"Why should we trust you", Widow growled as her wrist cuffs were pointed at the clone.

"Look I can get you out of here, but if you rather kill me", Scarlet Spider answered as he raised his arms in defeat.

"Why help us, I mean weren't you made to kill me or whatever", Peter asked as Scarlet turned to him and shook his head.

"Bastard wants me dead, because you beat us. The best way for me to fuck him over is to help you out", Scarlet Spider smiled as he pulled of his hood off revealing his face.

"Why are are you blonde, I mean I might have a recessive gene or something but I never thought of it or anything like that", Peter asked as Ben laughed.

"Dr. Whitney Anne Reilly would know, you can talk to her but only if you take Julia with you. She deserves a good life, she was never meant for this life", Ben answered as Peter shook his head.

"There's a girl me, the fuck was this guy thinking does he have a hard on for me or something", Peter sighed

"I wish I could tell you his probable long list of defects but apart from some hardcore daddy issues, I have no idea", Reilly smiled back.

"Then you won't mind if we bind you then", Widow answered as she pulled some cord out of her utility belt.

"Fine whatever, do what you have to do. But they do want you dead", Ben answered as he allowed Widow to tie him up.

"Peter", Kitty cried in Peter's chest.

"So we got a deal or what", Ben answered solemnly as Peter sighed and found himself nodding.

Ben led towards the main facility which was underground to keep from being seen, he answered any questions they asked him which helped them understand a bit more about Project Spider. He explained the the Spider Unit was designed to e an ultimate team of assassins and each had gone through extensive training, each could only remember this island and the facility He guessed that made them easy to control and manipulate but apparently Dr. Reilly thought that Ben himself deserved freedom along with her chief assistant who apparently designed Julia. After a hour or so of Ben singing like a bird he started to hit on Natasha who scoffed at his every attempt apparent, to which Peter told him about his "problem". Ben could only laugh as he looked at Peter.

"How could being with multiple chicks be a bad thing", Ben smiled as Kitty glared at Ben.

"Because I don't think I can give them enough love, I mean yeah the sex is awesome but each one of them deserves to be the sole target of their love's affection", Peter answered as both Kitty and Widow gave him an affectionate smile.

"Wow, that's deep bro. Maybe after a bit longer I'll fall in love with you too or us, damn this shit is confusing", Ben smiled as he rubbed his wrist around the cuffs

"Are you really that full of yourself", Kitty sighed.

"What? We're fucking awesome, I mean we are better than anything", Ben smiled as Kitty rolled her eyes.

"Great, a Peter with an ego", Kitty huffed.

As the group laughed and continued on Peter had to admit Ben really wasn't all that bad, after all he was doing all this to save his sister so to speak. Ben had called him bro, if he did have a brother would he be someone like Ben and it was rather nice to meet a person who wasn't sleeping with him or at least wanted to. Especially If they all got out of this alive would Ben and Julia become family, he pictured Ben with his family over at Thanksgiving or Christmas. And it would be nice to have a brother to talk since Johnny or Bobby were always going off on missions with their teams. However a cynical laugh brought him back to realty as a Orange clad Peter smiled and jumped down, Ben immediately tensed up and with a snap the chain splits as Ben lunged at Spider with Peter following suite. The two flanked each dodging the sharp tendrils to shoot out of their opponent, Peter glad that none of the girls were there as they avoided the tendrils as they pierced the trees surrounding them. Peter lunged while Ben started a flurry of web blasts. Spider smiled and lunged at Peter who jumped up and avoided the attack as Ben snick up and gave a vicious uppercut to Spider, Peter smiled and kicked Spider in the face and flew back. With a brief chuckle the copy cat was suddenly covered in a red goo that reminded Peter of the dark symbiote that had over taken him not so long ago. The moment the Crimson clad symbiote faced the pair and let out a wild growl, either he or his prey wound not live past today.

Suddenly both Widow and Shadowcat joined the pair and surrounded the Crimson clad doppelganger Spider looked around at his now opposing force, his opponents were now doubled and since the mutant could phase out of any attack he threw at her and the older red head was obviously more experienced in combat. If Arachne joined against him, he would lose but he could remove both Scarlet and Arachne if he killed Dr. Reilly who was like their mother the the pair of them. With a sadistic smile Spider web zipped himself into the trees and towards Arachne's current location.

"I'll think he's going to kill Dr. Reilly, I'll lead the way", Ben smiled as he tore off the remaining manacle unaware of the unhearing person in the bushes.

"Watch out, Peter behind you is another copy", Black Cat yelled as she went after Ben only seconds before his spider sense went off as he dodged several slashes from her claws.

"Yo, Pete get your rabid fan girl off of me will ya. We don't have time for this", Ben called out as Peter grabbed Black Cat from behind.

"Cat, he's helping us. Calm down, he's not bad guy", Peter smiled as he faced and pointed to Ben.

"Name's Ben Reilly, code named Scarlet Spider", Ben smirked as he pulled on his hood.

"Petey, Kitty", Felicia fawned as she hugged her lovers tightly.

"Good to know that your safe, I missed you so much", Peter answered.

"These damned bastards cloned you, are you alright", she asked as she kissed Peter lustfully.

Kitty smiled as she admired her shared lovers as they reacquainted themselves with each other, till they hesitantly pulled back for air. Felicia took a few breaths of air before turning towards Kitty and doing the same as she proceeded to fondle the younger girl while she did. Kitty was to engrossed in seeing Felicia again that she forgot about both Widow and Scarlet Spidey.

"I know you missed us but can you keep it "PG" at least", Peter smiled as Felicia tried to take it further but Kitty stopped her from going any further.

"Felicia, please stop. They're watching", Kitty moaned.

"Let Peter watch it's not like anyone else is here", Felicia answered.

"Widow, Scarlet Spider", Kitty managed to say as she phased out of Felicia's grip.

"Oh, right. Well let's finish up her and then, well your gonna be under house arrest Mr. Parker", Felicia shrugged as she faced the Scarlet Spider.

"Damn, maybe that's why Alyosha wants you dead, you take his girl or something", Ben smiled.

"Dude, don't go there", Peter joked as he looked at the two girls who rolled their eyes

"Look lover boy, we need to save Julia alright. Spider will rip her apart in her current ", Ben answered as Peter took Kitty as she wrapped her arms around his neck and then shot off towards the others.

The shelter me minutes later...

The five land safely in front of a door that was ripped out, Ben ran into the room and looked around the shelves and other furnishing torn, tattered, and scattered about. Ben immediately started to tear up as he started franticly calling out for Julia and Dr. Reilly.

Suddenly Spider stood before them and cackled, Julia's neck in his left hand and Dr. Reilly beaten against the floor, "She tried to fight me, for a doctor she really was right."

With a laugh Spider threw Arachne at the group which threw them out of the entire room and into the hallway.

"You know what I have that makes me special. Ben may have been the best but with my new friend well that changes a lot You know what I can do right doctor", Spider cackled as red ooze seeped from his pores.

"Ben, Julia. Both of you live as normally as you can. You both deserve to be happy and complete lives and I'll kill myself to stop anyone from trying to hurt you. And you, I know what that is and I know how to kill it", Dr. Reilly yelled as she pulled the pin out of the grenade and looked towards a storage locker.

Julia seemed to know what was happened because she bolted from the locker only to call out in vain. She smiled as she hit the button on the wall and looked at Ben one last time before the final metal plate slammed in front of them and the sound of a loud explosion smashed against the closed cell as moments later the door open as two cindering remains lay in front of the door. Julia dropped to the floor, crying over the one woman who had treated her human. Kitty hugged the taller brunette and kissed her forehead trying to comfort the red headed girl, who was sobbing on the ground.

"She died to save us, to protect us and now she's gone", Julia cried out as she tore off her mask.

"**DOC**", Ben called out as he looked at her.

"Hmm, you must be Benjamin and Julia. My condolences for your loss, Dr. Reilly was an incredible woman. We'll handle this from here, take it easy all of you", Fury answered as several SHIELD troops busted in through the door.

"No, look I gotta end this for her. She's not gonna get any better and neither will I till I know it's over", Ben answered as he watched his crying sister..

"Same here, look It's my DNA they are using", Peter answered.

"Take her for me, please. Keep her safe", Ben asked as he walked towards Kitty with the still not speaking girl.

"Yeah, but you look after Peter", Kitty smiled as she took the girl who clung to her tightly.

"Sure thing. Pete let's finish this, they can handle the island but only we can stop Alyosha. All that's left is fight Alyosha", Ben answered as he pulled on his scarlet hood and Peter did the same.

The overall climb was hard or long since they decided to just climb to the top of the center tower while SHIELD and the girls destroyed the rest of the facility as they entered the private hanger of Alyosha. Each looked directly at the mutated man with both anger and disgust, both wanting to stop him but that's where they're alliance ends. Peter just wanted to stop him but Ben wanted him dead once and for all, Peter wanted to stop Ben from killing and he knew that it would be hard but without the girls here he could do that. He could stop Ben from experiencing killing someone in anger and he would, it was the least he could do. The mutated man smiled as his horrible failure of an assassin seemed to be waiting for his ally to follow after.

Peter shook his head and gave a nod to Ben who smiled under his mask man and charged at the the brute. Alyosha being the spoiled prince smiled as he prepared for the onslaught but took a vicious flurry of punches to the face as Peter used webbed his legs and and pulled knocking the spoiled prat to the ground. Ben began pounding Alyosha's face, blood pumping in his veins and his adrenaline on high as he laughed while his opponent began to cry. He was going to kill the man who took away his mother and Julia's happiness. Suddenly he felt Peter's hand pull him back and was pulled back away from his foe.

"What the fuck, Peter", Ben growled as he tore of his mask and both could here muddled cry's and moans.

"You can't kill him, trust me I've been here before.", Peter answered as he took off his mask.

Ben threw himself at Peter, intent of killing his target and stopping Peter, Peter sighed as he saw the look in Ben's eyes. Lost in rage Ben swung at Peter who caught his arm and solemnly answered, "I'm sorry, but this is for your own good" and snapped his arm as SHEILD agents surrounded the pair.

"Peter, somethings wrong with Gwen and MJ", Kitty called out as several agents carried the crying mutant away.

Peter rushed into the infirmary as he saw both Gwen and MJ sitting on the same high tech bed, both sharing a solemn look on their faces. He rushed to them nearly knocking down the medical officers that were next to him. Felicia and Kitty followed but as a distance as to not salt any wounds, but both quickly ran to Peter's heels when they saw both girls looked at the ground. Peter however was far more concerned as both seemed to refuse look him in the eye, their eyes glued to the floor.

"What's wrong what do they have", Peter asked as both girls blushed.

"Yo, what's wrong. They knocked up or something", Ben growled as he entered the room to have his arm checked out.

"Don't touch that", a female medical officer called out as Ben was handling what looked like a super advanced magnifying glass.

"Oh yeah, like they'd really be pregnant", Peter answered back as the entire room was dead quiet.

"Peter, well we are", Gwen mumbled.

"Wha-". was Peter's reply as he blacked out.

Back on the island...

Several men clad in dark gray and black coats walked around a destroyed building and noticed two oozes which seemed to claw their way towards them. Several more assistants clad in white collected the two symbiotes and tightened the lid.

"These samples are just what we need", one smiled.

"Yes, now with these. The mutants will be nothing but an unfortunate memory...

AN2: The next Chapter will be nearly a year after this one as Ben takes over due to Peter trying to be there as a dad(like in the comics) and will return for the new chapter vs not only Venom but Carnage and Weapon X


	8. Chapter 8 War and Unrest Part 1

War and Unrest part 1of 6

The Eddie strikes back

Part A

Black Cat sighed as she silently but quickly wormed herself through the vents, cursing the blabbering, impatient, and bitchy latina who would not shut up. At times like this she missed her old team, even working temporarily with this pair was aggravating to say the least. Just as she exited the building she looked towards the roof where her partners were and saw the latina girl getting ready to jump off the roof but grabbed by her employer. She rolled her eyes as she sneaked through the garden without being seen. As she made it across she skillfully climbed up the walls, she soon made it up the wall by using the shadow.

"Next time, pull her mic or I'm not doing anything", Black Cat sighed as she pulled out the flash drive and handed it to her employer.

"Yeah, sorry Arana here is not so good with waiting but thanks for doing it anyways, Cat", he answered back as he stepped into the light.

"Don't call me Cat, it's my family's nick name for me", she growled back as he stepped into the light.

In front of Black Cat were currently two Superheroes who were rising to the top, Ben Reilly and Anya Corazon. Ben was wearing his Spider-man suit and had been in Peter's shoes for close to eight months now. While Anya was Arana, who was Ben's partner but not nearly as experienced as she had only been doing this for about seven months.

"But Pete's my brother and you'll be my sister in law eventually so why stop the inevitable Besides you let Julia call you Cat when you two go shopping", Spider-man smiled back.

"Your not Julia, just Spider-Ben or Reilly", Cat smiled as she sat readied her baton and activated the grappling hook.

"Ouch, well thanks for the data. I'll let you get back home, later", Spider-Ben smiled as she nodded.

"Just remember to get something for the welcome home party", Black Cat smiled causing him to nod before she ran off.

"Still seems a bit weary of you", Arana frowned

"She's not that bad, she accepts me in the family but not verbally. The same as you as I recall, I mean you were the first woman to ever hit me in the face. And now your my own little fiery red pistol", Spider-Ben joked as he grabbed the Hispanic red head.

"Against my will, and it sucks that your my guy. Trust me", Arana smiled as she pulled off his hood and kissed him.

Meanwhile at the Avenger's temporary base of Operations, Wakanda…

Natasha sighed as she sat down on a cot and looked around the room filled with the Avengers that T'Challa had asked. Captain America, Thor, Hawkeye, and Wasp. In addition to the Avengers, Ororo or Storm as she was more known around the world. She was investigating several disturbances around Wakanda's vibrainium with the others but currently they had come up with nothing. She smiled when her phone suddenly rang out with the recent and upbeat ring tone came on signaling her boyfriend of eight months.

"The the kid", she smiled as Captain America shared her look.

"Hey, hows everything over there", Peter asked attentively

"Good, can't really complain", Natasha answered as she entered the small room filled with the various Black Panther suits.

"Great, sorry about not calling in the past two days. We're kinda getting things ready for Ben, and May", Peter answered.

"It's okay, I understand that being a parent is a lot of work but relax. You two have the three of us to fall back on", Natasha said as she leaned against the wall..

"I'm back, oh **HEY NATASHA**. Peter you can take your time", Felicia's voice yelled through the line.

"Tell her the same and to take good care of you ", Natasha smiled as he leaned back and fell on the bed as Black Cat removed her uniform and got dressed.

"**WHO ATE ALL THE GODAMNED PICKLES**", MJ yelled causing Natasha to laugh over the phone.

"Ahh the joys of pregnancy", Peter's voice mumbled as Felicia giggled at the joke and she picked up the other house phone.

"Here, HELLO Natasha since Peter finds it necessary to ignore me", Felicia answered as she cuddled into Peter

"I heard you", Natasha smiled as she answered the phone.

"I know, I'm just being difficult", Felicia smiled as she cuddled into and kissed Peter's shoulder.

"Thank you for the call but I have a patrol coming up, well I'll be on my way soon. Take care you two, good night", Natasha smiled.

"Be safe and good night and come back safely", Peter smiled as Natasha.

"Night", Felicia answered as she was the first to hang up

"Have your fun with them for now, because when I get back I'm not sharing for a bit. Hurry up and do her before it get's late, you have school tomorrow. Good night", Natasha added before hanging up causing Felicia to smile as Peter hung up and she instantly rolled on top and straddle him.

"Wow, how lucky are you. Having multiple girlfriends that wanna you get laid", Felicia smiled before kissing his jaw and then following down his body till she got to his hardening member.

Natasha blushed as she held the phone to her chest and exited the room while everyone inside it looked at her. She happily hummed and sat down on the foot of the cot and waited for the others to gather, ecstatic with happiness She laughed to herself as she rolled over forgetting where she was and falling to the ground in a yelp.

"Hmm, your little player give you a good night", Hawkeye smiled as he entered the room.

"And your happy with this, arrangement", Captain America asked.

"Yeah, I am quite attracted to him honestly. He has a really big heart, you know", Natasha smiled.

"Indeed, on Asgard many a champion have multiple lovers. I myself have both Sif and the lovely Jane", Thor cheered

"Is he treating you well", Captain America asked with a serious look.

"Yeah he is, Steve. Like a queen actually", Natasha smiled.

"Hmm, then why do you keep his identity from us", Hawkeye asked.

"Because, he gave up this life for his children. He wants out and I won't try and rope him back in", she answered a little annoyed at the fact that they were pressing about her relationship with Peter.

"Look wasn't he a masked hero, its what we all do. He shouldn't give up the fight", Hawkeye sighed.

"Like you and he should forget about his kids and keep fighting the good fight", Widow smiled.

"We meant no offense against the former Spider-man, he is a fellow champion of justice. He is a true hero to help and raise the children, they will be fine adults in the future I'm sure", Black Panther smiled as he nodded towards heroine.

"Thank you, I know you guys care. Look I'll talk to him about letting you guys meeting him", Natasha smiled as she laid back down.

Midtown High Parking lot, next mourning...

Peter yawned as stood next to Felicia and Kitty who were on Felicia's bike, he watched as the pair were talking with Julia adamantly about the welcoming party since Gwen and MJ were with aunt May and captain Stacy for the day. Peter had to admit originally he found the two a bit creepy, Julia more than Ben but that was to be expected. Now after so long he had accepted and come to love them like siblings, the girls took a bit longer than him, and even now aunt May seemed to accept the two.

Although originally their happy family was virtually non existent, eight months ago which was right after they returned Ben didn't want to be in the same city as Peter and stayed on the Heli-carrier. But as Ben learned that Peter had saved him from murder, in fact by the end of the first month the two were like brothers. After a while Julia regained her strength and joined the brothers, being the second to give up the duties of a super hero and enjoyed being a teenage girl. She was accepted before Ben was as a sibling and the girls loved the idea of a girl that Peter had no interest in sexually and hung out with the girl instantly. Julia was not actually living with Peter, Ben, or even aunt May. She had chosen to be a super heroine or rather a sidekick under Ms. Marvel who was like a mother to the girl. Then there was Natasha who the girls seemed not to mind with the exception of Felicia who felt as if the older red head was stepping into her territory as the experienced sexy slut so had sex with Peter at least twice in a day. However by far the biggest thing that happened was the legalization of polygamy to combat a mutant terrorist whose mutation allowed him to sterilize sixty percent of the male population of the entire eastern coast. It was something that he didn't want to be happy about but secretly he was ecstatic about, since it seemed like most if not in fact all were immune to the attack thanks to either their strengthened immune systems or their somewhat limited healing capabilities It was still rare but now at least Felicia would cause less of an out roar in public with her constant flirtations. In fact now it was like it was the big time for Peter, love from family, love from his girls. and love from new found friends like Flash and a few of the jocks.

The platinum blonde smiled as she noticed Peter's gaze on her and gave him a sexy pout.

"So Bro, you need anything to bring anything. I can do dessert or maybe drinks, still got the fake id which means beer or maybe can I get Anya to make some mexican", Ben smiled as he tossed the ball in the basket.

"Whatever dude, you don't need to worry about it. Besides Anya doesn't really like me yet so don't worry", Peter answered as he swiped the ball before Ben could grab it.

"Look Bro your family and well Anya's my girl, I don't want it to be weird with either of you", Ben answered,

"Yo Pete, you should really join the team. Your the only guy I know that can match Ben", Flash smiled as he started to play with the two guys but both with their endowed talents couldn't touch either.

"Don't think I got the time with the kids coming", Peter smiled as he made another three pointer shot.

"That's cool Bro, so they take the day off", Flash asked.

"Yeah, so Ben. You sure that wearing the rival's shirt is something the captain of the team should be doing", Peter smiled as Ben shrugged.

"Peter I'm gonna swing by the corner store", Felicia added as she leaned into his left side before returning to her bike.

"Get me a water", Kitty asked as she checked her phone.

Felicia disappeared for a few minutes and quickly came back with a bag full of snacks and water, she handed everything out and the group began to snack before school. Suddenly everyone stopped the moment the blonde stepped out of the limo. Her blonde hair parted straight down the middle with her brushed to either side of her head and the reaching her lower back. She wore a white blouse the had the top four buttons unbuttoned fully revealing her cleavage while still covering her breasts and stopping just short of her waist line. Next was a tantalizing short blue uniform skirt and thigh high white socks, followed by a pair of heels that resembled one of Felicia's. Her lipstick matched her glacier blue eye shadow made most guys freeze with two similar exceptions, Peter and Ben who the first was along side Felicia was concerned about the near instant distress that Kitty was now in and Ben who looked away instantly. As the blonde scanned the entirety of the student body on the black top and in front of the school as another girl exited the limo. A red head wearing matching uniform only more modest and black uniform shoes instead of the white stilettos Flash was already joining the massive admiring mob forming near the girls.

"Baby girl what's wrong", Felicia asked as she put a few stray strands of hair behind her hair.

"It's Emma Frost, she's from the Massachusetts' academy for gifted youths and Angelica Jones she's better. But still rivals of the X-men", Kitty growled.

"So what like super powered baseball or something like that", Felicia giggled.

"No, they're like evil or something like that", Kitty huffed.

"Good mourning", Emma smiled as Ben and Peter both finally looked at the new comer.

"Hey, what's up", Ben answered as he shot a couple of baskets.

"Hey, Peter Parker", Peter answered trying to hide the fact the fact that he found her attractive but failing with his girls knowing all the signs.

"Hello Peter, I am Emma Frost and is that Kitty Pryde behind you", Emma smiled as she held out her hand.

"Your here for Laura right, well she's not here so don't bother sticking around", Kitty huffed.

"But I found something better, two sweet, attractive guys who are so much more that they appear", Emma smiled as she gave both a knowing glance.

"Telepath", Ben whispered as she gave a small nod.

"Don't say a fucking word", Felicia glared.

"We're just here because we want to give up all the fighting just like Kitty", Angelica finally spoke.

"And apparently Peter", Emma smiled.

"Fuck", Ben sighed as he shot another basket.

"So this explains your absence from the...family back home. Such a naughty naughty girl", Emma teased.

"Your never anywhere unless it's for something you want", Kitty growled out.

"Yes and I found something that I want", Emma answered as she bit her lip.

"Sorry my girl ain't into sharing and to tell you the truth I'm more than happy with her", Ben answered.

"And Peter only likes good girls", Kitty smiled as she kissed Peter's chin.

"Oh and who's the judge of who's a good girl", Emma answered with a smile, "I suggest that you calm down, I've given up being with the Hellfire Club and have decided to live amongst humans in peace. Isn't that what professor X would want?"

"Don't fucking say his name", Kitty yelled.

"Hey shut the fuck up about her or I'll beat the shit out of you and you know I can", Felicia growled out as she was instantly in front of Kitty.

"Look I didn't come to fight, I'm attending this school now with the same intentions of you and Peter", Emma smiled back.

"Kitty, look let her be, alright. We gave it up after all", Peter whispered as Emma felt Kitty's resolve for a fight weaken at his words.

"Fine", she sighed as Peter gave Felicia a look and both seemed to return to their original position.

Emma was amazed, he had no mental powers and yet both went from distressed to content just by his words. Spider-man never could control people and after reading his mind he had no such power, they truly loved him and he loved them but there were others. Was this the power of love and family that Professor Xavier preached with such zealous devotion, could love really go both ways. Her personal experience with love was the one in love was always used by the loved. The only person she has ever trusted was her older brother who was killed by their father for being gay. Since that day she learned that you can never trust in that stupid emotion, it was a painful lesson and yet here these three shared a rather unique relationship with two other girls.

Midtown High after school...

Peter sighed as he walked around the school just waiting for Kitty to finish a meeting with a teacher about

future professional careers. Felicia was on a SHIELD database researching the X-men, Hellfire Club, and just about every known mutant team there was. Peter sighed as he noticed another limo arrive only this one was all white. Peter used a set of Felicia's ear pieces that the trio used to communicate in the same class.

"So have you found her", Shaw asked.

"No, can I come back. She's not here and I doubt she will come, she's afraid of losing control", Emma pouted as she stood here.

"Do you have anything worth coming back for, maybe another mutant or puppet of appropriate worth", Shaw growled as the black limo sped off.

"No, Shaw", Emma sighed.

Emma bit her lip, she was exiled from the Club till she could redeem herself with her past failures against the new X-men. Damn the bald bastard who had somehow earned Logan's loyalty along with the host of the Phoenix and goody two shoes Jean Grey. With those two fiercely believing in the dead man's ideals and had managed to revive the X-men. With a loud sigh she headed back to the table with her book, annoyed that she was still stuck here.

"So we're still here then", Angelica smiled.

"Why are you with me, not that I'm ungrateful", Emma sighed.

"Because we're friends. Sure we fight but you always protected me from the mean guys", Angelica smiled back as she leaned on Emma.

"I'm sorry, you have always been a true friend and I am not always the same to you", Emma sighed as she opened the worn blue book that belonged to her brother when he was alive.

"Thank you. Umm, that guy is watching us", Angelica whispered.

"He knows but he doesn't want to reveal it. He's also Spider-man or rather was, Ben Reilly now assumes that mantle", Emma answered as she read the pages.

"Really, he doesn't seem like hero type", Angelica noted as she looked up at the clouds.

Peter smiled as he saw Emma Frost and Angelica Jones sitting at a table under a tree offering it's shade, he knew he needed to thank her for not telling her "friends" about Kitty, Felicia, or himself. As he approached her, he could see she was reading some book he never heard of. She seemed to notice him and sighed while she put a few strands blown by the wind back behind her ear.

"Talking to me could be problematic", Emma sighed her eyes not leaving the book.

"It's okay, I just wanted to say thank you for not turning Kitty", Peter smiled as he sat down next to Emma.

"You are aware that my allegiance lies with", Emma answered.

"Yeah, we're like on opposite sides or whatever", Angelica peeped.

"I don't mind, Felicia was someone like that. But now well you know", Peter smiled as he leaned back.

"Well I don't intend to join your little harem or let sweet little angel be some guys other girl", Emma answered back.

"Yeah, I know but I you could have outed our little secret and you didn't so friends", Peter smiled as he held out his hand.

"Friends, sure I'd like that", Angelica smiled.

"So you mean to say that your neutral", Emma answered as she continued reading his mind amazed that he wasn't lying.

"You got that right just call me Mr. Switzerland", Peter smiled as she smirked a bit at his attempt of a joke.

"Hey sexy", Felicia smiled as she sat down.

"Hey Cat", Peter smiled as he pulled her on to his lap.

"Hey, Kitty's almost done. You ready to go", Felicia smiled as she gave Emma a slight nod.

"Peter, Felicia", Kitty growled as she ran up, "What the fuck is she doing."

"Sitting here reading happy and alone until your...lovers decided to disturb me", Emma outed.

"Great well if we aren't wanted", Kitty answered as she pulled on her lovers.

Meanwhile at a local food market

MJ was already munching a jar of pickles as Gwen helped her father and aunt May get the groceries into the car. Due to a bad mourning for the two they were called in sick, but both felt trapped in the apartment. And with the occasional text from Kitty revealing what was going on at school, over the last handful of peace filled months Gwen and MJ had become like sisters with both Kitty and Felicia and become friends with Natasha. Peter's oldest lover had given a lot to keep the family together, she was gone more often there but she was the reason they were still living in their home.

"Gwen, Gwen Stacy is that you", came a familiar voice.

"Harry", Gwen answered back as turned and placed her hand on her stomach.

"Your pregnant", Harry asked a Gwen looked at her stomach in pride.

"She's not the only one", MJ huffed as she glared at their long separated friend.

"Both of you wow, I never thought-"

"Never thought what, you think we're just whores now don't you", MJ glared as Gwen shook her head.

"He's just surprised, after all we haven't really talked to him in like a year now", Gwen laughed as she speed dialed a certain number.

"No, he called us whores. I heard him", MJ protested.

"Hey Sweetie, MJ's on another rampage...yeah...love you too. Here MJ it's Peter", Gwen smiled as all of MJ's rage vanished in an instant, "Sorry, she's like that from time to time. Peter is the one who can reel her in".

"So Peter got MJ then, huh", Harry smiled as he saw his chance to win his girl.

"Actually he kinda got us both, along with Felicia and Kitty", Gwen smiled back as she rubbed soft circles on stomach.

"Really Pete actually got you two then, wow...That's great really", Harry hid his jealousy with a false smile that Gwen noticed immediately.

"So Harry how was your trip, did you see anything good", aunt May smiled as she finished putting them into the trunk of MJ's car.

"Good, good. I mean those European doctors helped a lot", he answered.

"Gwen here, he had to go", MJ smiled as she handed Gwen the phone.

"So you two and Peter, how did that happen", Harry smiled back.

"Well Peter got into this accident and after we found out well, we've never been happier", MJ smiled.

"Oh, well that's good you know. You guys deserve to be happy", Harry smiled as he looked at the pair.

Suddenly Gwen felt a her water break as MJ howled at Captain Stacy about getting Gwen to the doctor as soon as possible. Harry smirked as the group left in a hurry and MJ's screamed not two minutes later, having her water break as well. Aunt May did her best comforting the two scared girls, who were both a few weeks early from their due date. Captain Stacy sped towards the Baxter Building as it was being prepped for the girl's deliveries, luckily Dr. Connors was already there as he was installing some equipment early just in case. As the girls went through the preparations for giving birth Dr. Connors found a small dart in each girls neck that seemed to trigger the premature births. Unfortunately it was already in their system and any attempt to counter act the chemical would only be more dangerous. But luckily the entire birth went off with out a hitch due to the children being stronger thanks to Peter's genes. In fact Peter was currently holding the newborn baby boy and girl since they were just cleaned and resting alongside their mothers. The delivery took nearly half the day and Gwen and MJ fell asleep as soon as they knew the babies were fine. It was now four hours after Benjamin Richard Parker and May Alexandria Parker came into the world.

Peter smiled as Felicia and Gwen entered the room as silently as possible as Peter rocked the two children in his arms. Kitty was fawning over the two babies, while Felicia gave Peter a affectionate but brief kiss. For the next twenty minutes Kitty stayed with the babies while Felicia held her back. Peter constantly switched his gaze from the two sleeping girls, the two standing girls, and lastly but certainly not last were the two newborn babies he helped create. They were his family, he would literally do anything for them and would happily sacrifice anything he could for them. Peter smiled as both Gwen and MJ began to stir and approached the beds.

"Hey, beautifuls. Have a good sleep", Peter smiled as Kitty and Felicia followed after Peter.

"Hmm, good. All things considering", MJ yawned as she smiled at the carts.

"Sorry for what all the things I said", Gwen moaned as she looked at Peter.

"Yeah, I never thought you had such a mouth, Sweetie. It cracked me up", Felicia said softly.

"Good to know our pain can bring you amusement, whore", MJ smiled as the two shared in a hug.

"How does it feel Daddy", Felicia smiled after the brief kiss.

"Oh my god, we need a baby too, I mean we can -"

"Kitty wait, kids are kind of a hard thing to take care of and we're going to be helping Gwen, MJ, and our shared lover boy with the two they got now", Felicia smiled.

"Well they're your kids too", Gwen replied as she laid there in bed.

"Yeah, we're already sharing a guy", MJ moaned as both reached for their infants.

"See calm down", Felicia smiled as Peter handed them the two babies, one at a time.

"This is Mayday Alexandria Parker", MJ smiled as she cuddled the baby.

"And Benjamin Richard Parker", Gwen smiled as she cuddled the baby boy.

"Oh little Benji and M&M", Kitty smiled.

A soft knock called Peter as he looked towards the two who nodded and he opened the door, the welcome party entered. Aunt May, Captain Stacy, and Johnny all wore massive smiles on their faces, then Ben followed with none other than Julia. After all the hugs and cheering two separate groups with the girls in one and the guys offering Peter in the other. Over the next week Ben and Julia were going to stay with the group and help out with the babies, both used spare rooms that they had taken. Soon the everyone would be back home.

Harry Osborne smiled as he entered his father's lab, ever since Eddy had told him about what Peter did Harry was on board with his father's plan to take out Spider-man. He loved Gwen and wanted her more than anything and he would crush Peter if he could and be there to help little Gwen deal with her sadness. He of course gave Eddie something he had come across when he first arrived back nine months or so, he hadn't scene him since. But Eddie always appeared when he was needed so sooner or later it would he come back just in time to Peter Parker fall.

"So much for the Amazing Spider-man", he laughed.

AN: Sorry but fights aplenty of chapter and return of the first Spider-man, anyways I like this chapter a lot but it is really fluffy anyways RJ and I are working on another story that would focus on Ben's rise as Spider-man.


	9. Chapter 9 War and Unrest Part 2

_AN:So sorry it's my bad(RJ), I uploaded the wrong file for West and well here is the actual chapter 9, we co-wrote this since West is still having issues so I've decided to help him with some stuff like this. That was a rough outline fracture of a planned threesome between Logan, Jean, and Betty(Psylocke)._

_Anyways this chapter has a few fights and a few lemons actually just one lemon and it's a pretty good sized one _

_War and Unrest part 2 of 6_

_A few Hours Later..._

Julia answered the door wearing a pirate costume as Ben entered the apartment with his arm around a Anya's shoulders while she held a a ceramic food dish in her arms. He was wearing a card board box that said mecha with Anya wearing a simple white blouse and jeans as he smiled and threw a black back pack on the love seat, he smiled at Peter was on the couch his arm around Felicia's waist with Kitty's head on his lap with Felicia toying with Kitty's hair. Peter wasn't dressed in a costume, Kitty wore a cat at Felicia's suggestion, while Felicia was wearing a harem girl costume which was rather revealing. MJ and Gwen came out each with a baby in their arms, Gwen as a police officer, and MJ was a maid, both had gotten their costumes from Felicia's trip to the costume shop. She had said that that since Peter invited Frost and Angelica that they needed to show that Peter was spoken for, even though he was spoken for with multiple girls.

"So how is it, being a dad? Wish you were fighting some of the old villains", Ben laughed as he hooked up his gaming system while the girls were marveling at the kids.

"Sometimes, but spending more time with the family more than makes up for it", Peter answered back with a sated smile.

"I miss it", Felicia answered as she sat on the couch, "What I love working with Peter, skyscraper sex is the best there is."

"Nice Cat", Ben answered.

"What, everyone else is with the kids so more Peter for me. This can be three players right", Felicia smiled as she cuddled into Peter.

"Yeah I-", Ben started before a loud knock signaled a new arrival.

"Hey, I hope it's alright if we're here", Angelica smiled as she showed her snowboarder outfit with yellow see through goggles.

"Charmed", Emma added with a scowl as they entered the room wearing a white pant suit.

"Hey Angie", Felicia smiled as she hugged by the perky red head as Kitty got flustered a bit.

"Easy girl, they're friends of Peter remember", Gwen added as Kitty took a deep breath and forcing a smile.

The rest of the party went well over all and despite Captain Stacy's and aunt May's attempts, Ben and Felicia had managed to get Peter, Anya, Emma, and the pair themselves getting a little tipsy. However Angelica and Kitty were completely plastered and currently passed out and in bed. Peter was glad to see that although Felicia was trying to get everyone drunk she had spared Gwen and MJ from the same fate.

In the mourning all the party attendees(Captain Stacy and aunt May had insisted) were woken up by Kitty who was not happy about her current hangover to which Felicia offered her a hangover pack filled with pills and stomach ache medicine. Aunt May and captain Stacy made the kids some breakfast and then gave them rides to school while aunt May spent the school day with little Ben and May who were the cutest babies she had ever seen.

However on Ben's way to pick up Arana for their daily rounds he saw a group of people massing under a street light. Ben sighed as he saw some guy hanging from the street light, he zipped to the light pole and ripped the strange black sticky stuff the reminded him of the webbing that was used by the spider-themed heroes.

"You do know that I can't have someone hang themselves here so close to a school, think about the kids man", he asked.

Suddenly he was slammed off of the light and into a near by wall, catching Ben off guard.

"Aww, is someone's spider-sense not working", a rough loud voice asked.

"Look, I'm flattered really but Spider-Man wears red and blue not black and white that's Arachne", he answered back as he looked at the heavily muscled monochrome Spider-man copy with flame shaped eyes.

"Time to pay Bro", the intruded laughed.

"Fuck that", Ben answered back as he lunged at the villain only to get swatted away.

"Come on Pete, don't make this easy on me", the villain laughed.

"Look name's Spider-man not Pete. Guy your thinking of sounds like a douche", Ben laughed as he installed a high impact web cartridge

"I'll prove it to the girls, I am the better man", Eddie laughed.

"And what makes you think I'm Peter Parker. The dudes just my home boy, you know", Ben laughed back.

"We are Venom to Peter Parker", the villain answered as the mask receded.

"Don't FUCK WITH ME. BRO, I KNOW ITS YOU PETER PARKER", Eddie smiled as the hood covered his face, "We are Venom and exist to kill Peter Parker!"

"Well we can't have that", Ben smiled under his hood as he sent several web blasts at Venom only to have Venom rip them to shreds.

"Fuck Pete, this shit was supposed to be stronger than bridge cable", Ben moaned.

"We simply want to see Peter Parker dead, then MJ will love us", Eddie smiled.

"Sorry but he's my home boy and like hell I'm gonna let you touch a god damned hair on his head", Ben answered as he slammed Venom into the street five stories below. Venom went to claw at Ben but Ben dodged it, webbed Venom's back and then slammed into the same brick wall.

"Not so nice, huh", Ben answered as Venom tackled him into the building across the street.

"Spider-Man", Arana yelled as threw her bola at Venom, only to have him catch it and slam the heroine into the street.

Ben zip-kicked Venom into a street light smashing Venom straight through, however his plan failed when Venom picked up the street light, swing it like a bat, and power smash Arana who luckily saw it coming a summoned her blue armor before impact was thrown in to the same wall causing it to give. Bricks fell from the hole as Arana slowly got up.

"Did I heard another one of your whores", Venom laughed as his taunt worked an Venom caught Ben's head with his clawed hand and threw off the mask.

"Fuck you buddy", Ben answered as he slammed both fists into Venom's face.

"You aren't Peter Parker", Venom said as his stomach opened up, a tendril exited holding a picture taken of Peter Parker that very day at school.

Venom dropped Ben and web zipped away as Ben zipped the mask and shoved it back on while he went to check his battered and probably pissed girlfriend.

After making sure she was okay Ben rushed to Peter's to ask him about the guy he had seen from MJ's pictures, hoping he would get some answers. He landed on the terrace to see Peter cuddling with Gwen and MJ(one on each side) and breast feeding with a blanket covering each. Kitty and Felicia were cuddling with each other on another couch.

"Dude we have to talk about this black suited copy cat on steroids, cause he's one hell of a fighter. Plus he called me Peter and called Anya a whore so it's personal", Ben sighed as Peter looked stunned.

"Okay, well let Anya know I'm sorry that whoever compared crap-tastic Spider-Ben to Amazing Peter Parker", Felicia smiled as she gave Kitty's ass a slap.

"Nice, in front of the kids. Look it looks like that guy MJ talks about with Gwen Eddie something that rhymes with rock", Ben laughed.

"Do you mean Eddie Brock, didn't he leave or something", Peter answered as Kitty shook her head at how the pair was getting so easily distracted.

"yeah him is he like that fucking hand vampire guy, or that one hula hoop guy. You know some smart guy who turned himself into a freak", Ben laughed.

"Okay, back on track boys", Kitty sighed.

"Look Eddie wants you dead so that he can steal MJ from you or something like that. And now that he has Spider powers he might succeed", Ben answered.

"Really let him try", Peter smiled.

"No bro, he just thrashed me fucking hardcore, plus pour Spider-sense thingy doesn't work on him. He's fucking immune, leave town", Ben warned.

"And let you fight this guy alone", Peter asked grimly.

"What am I chopped liver", Arana answered as she landed on the terrace.

"No but your still a rookie, Petey I can help him out", Felicia answered.

"No I need to fix this, he won't leave him alone and if somehow he re-created the experiment with the spider then I don't want you getting hurt fighting him on my behalf", Peter answered.

"So your going out then, being Spider-man again", MJ asked as she clutched little May.

"Look Gwen and MJ, Eddie won't stop until he breaks up our family. And I won't let that happen", Peter growled out as Ben smiled.

"Be safe, promise you'll come back", Gwen answered as both mothers kissed Peter on the cheek.

"I'll bring him back, don't worry", Ben answered.

"Better", MJ threatened.

"You gave me this when I hated you and you helped me get over everything. I didn't deserve to wear this and so I saved it for when you were ready to wear this again", Ben smiled as he pointed towards the retired red and blue suit Peter wore most of his career.

"Wait what, you want me to wear the suit", Peter said as he looked up.

"Your infinitely better at the whole hero thing than I am, besides I missed this old thing", Ben smiled, "Julia we're gonna go beat the crap out of some guy, you in", Ben called out.

"Yeah, give me a sec to change", Julia called out.

"I'm coming too regardless of what Peter says. If this bastard knows Peter is Spider then he knows about me Kitty, Gwen, and MJ and our kids. I've got a few new gadgets I wanna test. Gwen's a genius", Felicia called out as she entered the room already dressed as Black Cat.

"Thanks for the compliment. Aunt Felicia just complimented mommy didn't she", Gwen cooed at little Ben.

"Don't call me that, makes me sound old", Felicia answered back from the room.

Not ten minutes later the four spiders and their cat team member were going through the city in their own way as they searched for Eddie Brock. Kitty had opted for staying at the house just in case Eddie went to cause trouble and she had the best power for the job. The group had separated but kept in contact which meant that for the most part was shit talking each other with the exception of Arachne who was quiet as she was the most passive member of the team.

Peter was having the time of his life, he loved web-slinging again. The rush, adrenaline, and the fact that he had one of the most unique view points of New york from above the buildings to street level. It was nice spending more time with his girls overall but it was now clear to him how much he missed this, in fact when this was over he would have to go web slinging again. However as he started to swing at street level he suddenly found himself slamming into a car.

Venom smiled as he webbed Spider-man to the side of a car, Venom's webs were much stronger than Spidey's. Venom them lunged at his enemy slamming into him before clawing the center of Spider-man's chest. He laughed at the heroes screams of pain but Spidey quickly recovered and drawing his knees into his chest before kicking Venom with all his might. Venom then fired his webs at the street and fired himself right back at Spidey. Spidey dropped as low as he could on all fours and watched as Venom slammed into a near by coffee shoppe. He followed through with several street corner trash cans at the mono chromed villain, a howl of pain from Eddie made him smile as he thought his task done. However two black webs shooting past him on both sides followed by them sudden pulling back with the screeches of a car being dragged and slamming into Spider-man. Venom then web yanked Spidey catching him by the face and slammed him into the ground, before hurling him into a near by street sign. Spidey willed himself to ignore the pain of going through the sign the best he could but he was sure a few bones were cracked at the very least, he was definitely out of practice for the moment. Luckily at the very moment Scarlet Spidey, Arana, Black Cat, and Arachne landed next to Peter . Venom growled in defeat, he had kicked Pete's ass but he was out numbered here and actually exhausted from both fights. And with a violent tongue lash he web-zipped away.

"Yo Spidey, we got this. Take it easy", Scarlet Spider answered as Arana, Arachne, and himself followed after.

"You alright, Spider. I came as fast as I could but he got you pretty good didn't he", Black Cat answered as she helped her lover up.

"Yeah", Peter groaned, "I got a few good licks in."

"Atta boy, I'll be home soon", she answered before lifting his mask above his nose and kissing him before following after Venom.

"I'm going with you babe, it's not as bad as it looks promise", Spider-man answered as she gave him a weird look as he was following her.

After searching the city(now as a group) they found nothing but adoring spider fans and the occasional angry police officer who would call them lawless savages. After a while the group split, Ben, Anya, and Julia to Anya's house and Peter and Felicia to peter's house.

_Midtown High Parking lot After school …..._

Kitty sighed as she looked at her shared boyfriend and girlfriend, they were all laughing and joking with their(herself included) circle of friends. She knew she didn't want to be the controlling type of girlfriend but Peter's and Felicia's new found friendship in both Angelica and Emma disturbed her. She knew that both vouched for the two Hellions but that didn't help ease Kitty's fears about the pair. She smiled as she checked her phone while she remembered how she had asked both Cyclops and Wolverine to help and both sending a small team each to help analyze the situation. After Xavier's death both had different views on where to go, so both took their trusted allies and formed their own separate teams. Cyclops had sent Rogue, Tabi or Boom-Boom, and Rahne while Wolverine had sent Jean and some woman named Psylocke. The five were nearby looking for X-23 or Laura his daughter as Logan called her. She had pledged her and Peter's support in exchange and Peter had agreed completely but she still felt bad about lying to her new family but she had to know and if they knew it would cause problems. She hoped that these five would find out that Peter had convinced the Hellion pair to turn on their former allies. Suddenly a black Hybrid sedan pulled into the school parking lot, however the front emblem was gone and replaced with the all too familiar silver X.

Kitty smiled as she rose up and walked towards the jet black hybrid as the four doors opened at once. The driver was the first to reveal herself as a red headed vixen who wore a black and gray striped shirt tight blue jeans and jet black tow inch heels, her hair stretching to her mid back. The next was the front passenger was a asian woman who was appeared a few years older, he hair was to her waist with one side of her bangs as a massive pink stripe on the right side of her face that stretched down past her chin, she was wearing a black sleeveless tunic that seemed like Chinese shirt with yellow trim that stopped just above her belly button and tight black slacks that hid her ankles thanks to her black stiletto heels with sharpened heels. Next was a pixie bob blonde with a nose ring wearing what looked like a opaque jet black sports bra, fingerless gloves with yellow trimming, revealing bell bottom black jeans with a bright yellow belt, and black platform boots. Next was actually one of the X-girls Peter knew, Rogue. She wore a tight jade blouse with a jet black jacket with a yellow inside which led to full fingered black gloves, her black jeans led to black boots covered nearly every part of her skin save for her revealed cleavage and her face which was framed by her ear length hair with the rogue white little tid bit. Lastly was a young girl who Peter couldn't place her ethnicity but maybe native American, Mexican, or maybe Greek or something like that. She had dark red hair like almost a brown with a black mini t-shirt with a yellow jacket open, she wore black fingerless gloves, and tight black slacks and black tennis shoes with yellow laces. The red head, blonde, asian, and Rogue gave a smile as Kitty was engulfed in a group hug before rejoining Peter.

"Peter, whats wrong with your brother", Kitty huffed as Ben started to crack up.

"Are these the Bumble Bees", Ben smiled as Peter smirked at his brothers comment.

"BEN, these are my friends. You know X-men", Kitty whispered as she looked at Peter, "Kick his ass."

"What why, I mean I know that us bugs got no reason to say anything. But if I didn't say I wouldn't be me. Bros before hoes, right Pete", Ben answered as he mad reached into Peter's bag of chips.

"Cat, kick their asses, hos before bros", Kitty growled as Felicia raised her arms.

"I'll take on Reilly but I already said that I'm neutral between you two", Felicia smiled.

"Wow and this is your girl. Kitty you didn't disappoint, she's fuckin hot", the blonde smiled.

"Nice, keep it clean. Hello Peter, Ben, and Felicia, I'm Jean and we're friends of Kitty's from her old school for those who don't know", the red head smiled.

"Tabi or Boom-Boom", the blonde smiled flirtatiously.

"Rogue, good to see you again Peter", Rogue answered.

"Call me Rahne", the other red head smiled.

"Look we're not hereto make friends, Logan wanted me here and that's the only reason", the asian answerer.

"Betsy", Jean warned.

"Elizabeth or Betsy, can we get back on track", the asian sighed.

"Sorry about that, look Betsy, Rahne, and Tabitha can you three check the bars and strip clubs. Rogue and I will stay here and check everyone", Jean added as the three went for the car leaving the two there with the group.

"Well you catch up, I've got to go talk with Gwen about my new tech. Bye baby girl", Felicia smiled as she kissed Kitty's cheek and a one armed hug.

"Yeah, I'm gonna talk with Ben and Julia. Love you", Peter smiled as he kissed the side of her head and gave her a big squeeze.

Jean read their minds during the good bye and could feel love from Felicia and Kitty but Peter was a empty and it scared her but maybe Peter had developled this talent. After all his powers were gained from an experiment not from his genes, but she would still investigate.

_New York Skyline Half an hour later..._

The group of Heroes had split up since looking last time had not helped at all. Eddie or apparently Venom was no where to be seen but he was being followed. Emma Frost and Angelica were on his heels or technically a thousand or two under his feet on the street.

The two were worried ever since Emma read Felicia's mind and learned that the two had gotten their asses kick by some guy they used to know who had gotten pissed about something and now wanted Peter dead. Angelica said that they should help Peter as he was their friend and the first guy not obsessed with dating them or something despite Emma knowing that Peter was attracted to her. But surprisingly to Emma, she didn't care actually she found herself slowly developing a crush on the former wall crawler. Meaning not that she would confess but she actually cared about the him. Initially she thought it was due to his "condition" but she had never been around when it had manifested, after further investigation she found that she found his power alluring. After all he didn't even need a team, Nick Fury or the police captain of the world had told Peter he was the best and his memories were an testament to his power. The one turn off and a rather big one was his polygamous status. Ever since the "Cyclops debacle" she had sworn that she would never play second fiddle to anyone or ever share someone's heart ever again. It was humiliating that he had only wanted Jean Grey to be more like Emma not Emma herself, so with a deep sigh she re-focused on her task of watching her friend's back.

However sensing for any viable threats she picked up on her supposed target, X-23. She was being followed by several armed men who sought to capture her and take her to a nearby building and break her so that she views her own kind as an enemy. She immediately tensed and Angelica caught it.

"Who is it, the X-men or is it bad guys", Angelica answered.

"Bad guys they want X-23", Emma answered sweetly.

"That's who Peter's looking for. We should help him stop them", Angelica answered.

"So you want to go against Shaw and the Hellfire", Emma asked.

"To help our friend, of course", Angelica smiled back.

"We're catch hell for this", Emma answered back as she sent a signal to Peter above.

Moments later Peter had met up the pair as they followed the Laura to an abandoned building the guys had the girls surrounded. But as they prepped their plan they were surrounded by several men wearing special helmets the prevented her telepathy from affecting them.

"On the ground Muties", one ordered.

"They're everywhere", Emma cursed as she spun towards the red head and the brunette.

"That's a lot of guns", Peter sighed.

"Do we take out Spider-man too", one asked.

"What do you think", another answered as they opened fire on the four meta humans.

Emma took a deep breath and looked at X-23. If she triggered her homicidal blood lust, then they could stand a chance. She focused on the clawed mutant and in a matter of seconds X-23 was howling claws drawn. The armed men all focused on the berserking mutant but were cut to ribbons. Both Peter and Angelica tried to calm her down but she was operating on pure instinct. Peter saw the raging female and then at the innocents that she was charging for.

"I'm so sorry, please forgive me", Peter whispered as he landed on the ground and focused on his girls in sexual situations to turn him on and trigger his pheromone ability.

"He's using his pheromone to turn off her feral sense", Emma answered as she turned to Angelica.

"IT'S YOUR FAULT THAT SHE'S LIKE THIS EMMA", Angelica growled as she focused her mutant power.

Suddenly the flames surrounded around them cutting the four meta-humans off from everyone of the innocents that were watching the ensuing battle. Angelica was ready to die to help protect the surrounding people from the crazed mutant, luckily for her Peter's newest power triggered and seemed to be affecting X-23 immediately. She turned to Peter and smiled as she jumped onto him slamming him into the ground as she began kissing him lustfully, intent to have him here and now. Peter felt himself quickly dominated by the clawed mutant who was now grinding herself into him, not a situation he wanted to be in but it was better than killing several other X-men and Avengers. Emma herself found her torn between Peter and Angelica the two people she actually cared about more than anything , she felt herself finding a need to pleasure the two but not sure if they would let her. Angelica felt an immediate attachment to Emma as she looked at her now whimpering partner, the poor girl obviously felt terrible for considering on turning him into the Hellfire club and for hurting her dear friend.

Angelica smiled as she hugged her friend hoping to soothe the blonde's pain, only to have the blonde immediately start nibbling Angelica's earlobe and her greatest weak spot. Emma slowly moved down her jaw till she gave her a passionate kiss before continuing down until she reached the cleavage of her B-cup sized bust. Showing true skill with her mouth she unbuttoned her blouse using her mouth before using her one hand to unclasp the bra that kept her breasts at bay. Angelica felt nothing but pleasure as Emma was using her "gift" to drive the red head to new heights with her pleasure, despite not actually doing much. Emma grasped the left breast and began to knead it while she teased the right with a series of nips, licks, and kisses. Angelica was in utter bliss not able to think of anything but the pleasure Emma was giving her, while Emma was treating herself to self satisfaction till Angelica cried out in utter ecstasy causing Emma to move down towards her already dripping lips. Due to Emma giving the red head pure bliss she he fingers went in easily and Emma earned a howl of pleasure from Angelica

Laura turned to face Peter her need to spill blood quashed by her new found need of Spider-Man and his cock. She turned to face him and in an instant her clothes sat on ground in tattered remains as she turned to him. Seconds later she pinned him to the ground kissing him roughly before clawing his tight shirt, before she turned to bite his chest before leading a trail of nips to his lips. Peter smiled before losing himself and bit her lip earning a lustful moan from the mutant. Who returned the favor only she drew blood before pulling away, at the sight of the small amount of his blood that trickled out she licked it, moaning at the taste. She then pushed herself down to gobble his hardened cock, Peter then grabbed a hand sized lock of hair and proceeded to fuck her throat as hard as he could. The brunette keeping keeping her gaze locked on his until blasts of cum shot down her throat. She then slammed hard onto his cock eager to have him ravage her with his cock, hard and rough, painful and vicious the only things that made her feel alive. The only things she deserved, Peter seemed to catch this as he threw her off oh him, earning a feral growl from X-23. He threw he on the hands and knees and began to brutally fuck her from behind, her growls replaced with lustful moans. He grabbed another handful of hair pulling her head back at an awkward angle but kissing her nonetheless letting her taste more of his blood while pounding every bit of his strength into her.

Emma turned her attention to Peter and Laura, the sight of Peter thrusting into the brunette was more than she could bare. The itching desire burning brilliantly in her center, she growled with desire as she licked her lips.

"Go...ahead", Angelica panted in between pants.

She slowly crawled towards the pair unable to turn away, imagining it was her on her hands and knees before Peter. Her moans drawing the attention of the pair as she played with her snatch and and tits. Peter quickened his pace while he shoved X-23's head into the ground before cumming and pulling out resulting in Laura falling to the ground.

He motioned for her to come to him and she found herself obeying as she knelt before this young man her age but in this moment to her she could only see a god. With a feral grunt, he grabbed her hair and forced her head to his member. She opened her mouth and found in instantly filled with him semi-hardened member, she could taste his and X-23's juices and savored the taste for a second before he began to pound her mouth as hard as he did with the now exhausted X-23. She found herself gagging and choking on his semen both a little fearful and anxious of what he would do to her next. The answer came swiftly as he pushed her backwards and ripped away her tight leather slacks. She tensed only for a moment at the idea of losing her virginity and gasped. Peter seemed to catch this and performed an instinctual 360, he slowly caressed her cheek before giving her a affectionate kiss on the forehead.

"Thanks, I kinda lost it there", he answered the lustful glint gone from his eye.

"I'm ready, really I am", Emma answered as he shook his head.

"No, you not. I don't wanna force you to do anything else. I can't not right now", he answered as he picked up Laura's jacket from the ground and covered the still dazed mutant.

"I'm the one who should be sorry I kind of pushed you into this", Emma answered.

"You did it to save our lives, thank you. You probably saved my life, I'm too used to being on a team now. Gwen, MJ, Felicia, Kitty, Natasha, and my brother, Ben and Julia, my sister. I'm sorry but the pheromone should ease up after a while it seems like the flames have gone down. I have enough web to cover the you and I, I'll take her with me and have kitty call the X-men", Peter sighed as helped Emma up, "I'll use the one that washes off with warm water, it'll stay damp for like an hour is that enough to get home?"

"Yeah, Peter. I think I love you", Emma declared as Peter shook his head.

"Don't beg, plead, or promise. Talk to me tomorrow over the phone, yeah", he answered as he fired a small blast of webbing trying to fix her tights but failing miserably.

"Fine, god damn you Peter Parker", Emma huffed as Peter readied himself for the quick journey home with a new found guest in his arms.

_The next day Midtown High..._

"Jean what is it", Rogue asked.

"I can't read Peter's mind, it's like someone is protecting him and it's someone very powerful. I can't tell by who but we should prepare ourselves", Jean answered

"Do you think he's a telepath or maybe a mutant?"

"No, he's not I would feel his influence in Kitty's mind and the others' as well. Besides the professor said he's not a mutant."

"Do you think Frost got into his head?"

"I'm not sure but we should keep on eye out here, if he's a villain now Kitty is gonna freak", Jean sighed

"She always says he and Felicia are her foundation and the best thing that happened to her, could always midwife", Rogue answered as she looked around.

"The professor would never allow it, how are things with Scott", Jean answered as Rogue sighed at the change of subjects

"Look...Skaters", Rogue answered.

"It's fine, that whole escapade was a while ago. I'm a big girl and I'm over it", Jean smiled.

"Thanks, it's really good. Now we need to get you a man, you like Kitty right. Wanna share Peter with her", Rogue laughed.

"Not my type", Jean answered.

"Logan has a thing for you, how about him", Rogue answered with a smile

"Jean, Rogue. I have something I need to tell you", the yell caught them both off guard.

"Angelica, what is it", Jean asked the as Rogue started pulling down her glove.

"Emma, no the entire hellfire club. They are working with these really bad guys that hunt mutants and stuff...sorry anyways they are gonna get you all", Angelica answered as Jean immediately probed her mind before the telepath nodded at Rogue.

"I'll call Cyclops and hope that this doesn't start another brawl between him and Logan", Rogue sighed.

"Yeah, we need both X-men teams for this one", Jean answered as both girls dialed their phones.

_Elsewhere in a luxurious hotel room..._

Emma was uncharacteristicly crying in her bed, she had done so all night ever since she invaded her friends mind and forced her betrayal. It was the only thing she could do for the red head at the moment and soon she would be dealt with by Shaw and the club but not before doing her worst. A loud knock helped her focus and pull in her emotions, right now they were a liability and prepped herself before getting off the bed.

"So what's this about Shaw", Emma growled.

"It seems your little friend warned the X-men and now things will be much more difficult for us", Shaw growled out.

"She discovered our plans I mean, did you really think she would turn against us", Emma answered trying to find an opening.

"Which brings me to the second reason, the Hellions are being dismantled. You all are completely incompetent", Shaw snapped.

"What about me", Emma asked.

"Spider-man, you had quite the promising hero that you could have offered us", Shaw smiled.

"He's not gonna join the brotherhood, besides he's a polygamist and I don't think I can offer him anything he's want", Emma answered.

"But you've always forced your will on other people, how is he any different", Shaw growled as he slammed Emma against the ground.

"It's funny that a mere seventeen year old is ten times better than you in every way", she groaned back.

"Sorry Emma but I can't have you turning against me", Shaw smiled as he slammed his fist into Emma's face.

Emma tried to use her abilities on Shaw but somehow this new woman with died black hair seemed to be able to cancel out her abilities while still granting Shaw's his. The older man slammed his fist in her face over and over, each swing was harder than the last, as he laughed. After about five minutes he left a sputtering, gurgling, and bleeding Emma frost.

_In a hospital room..._

Emma opened her eyes in fear as she looked around before screaming at the top of her lungs about how the black haired English man was going to kill her. She had no memory of who or what she was. She could not remember one thing about herself and felt alone and scared but two people a young red head that she felt like she should know and a brunette boy. She needed to find the two as soon as she could, those two were the only things that mattered to her.


	10. Chapter 10 War and Unres Part3

War and Unrest Pt. 3

Laura sat impatiently on the stool as Dr. Connors took a sample of her blood, Peter patted her shoulder as she watched him more than happy that he was with her. After she had woken up Peter had told her of what happened and of the affects of his pheromones, initially she blamed herself and slashed her wrists for being so weak. He had snapped at her demanding what right she had to punish herself in such ways, he had told her that from now on he would handle her punishments. She would help him keep New york safe as her punishment for her past sins. An odd arrangement but she loved it, it was nice to see someone care for her other than Logan and to actually have a family now that cared for her as much as she cared for them o rather him in this case. She knew that the reason she loved him so much was because of the pheromones but they had given her a cure for her blood lust rages. The fear of losing control again made her leave her mother's family, Logan and the X-men, but at last she found her sanctuary. That being said being the newest of Peter's "conquests" as Felicia called it, now she faced the others trying to read their emotions. Gwen and MJ were clearly were worried but still seemed to trust Peter, so although they were wary they treated her as a friend. Felicia seemed not really to care other than the rough sex the two had shared and demanded a test drive of the "dominant" Peter Parker. Kitty however seemed quite agitated at her, Felicia said that she was just mad at Peter of getting a BJ from Emma and would ease up a little after a while. And lastly was Natasha who she had met when Peter had brought Laura to his home, Natasha seemed a little wary of her and the scent of gunpowder kept the two from really talking to one another.

"There all done, Laura", Dr. Connors smiled as he tried to hold a patch of gauze to the one only to have X-23's claws shoot out of her knuckles.

"Easy Laura, he's a friend. It's like a usual thing to do after pricking someone with a needle", Peter said as he wrapped his arms around her, her anger immediately quelled.

"I'm sorry but please don't touch me", Laura answered as her claws withdrew.

"I'll remember that. We'll start on this right away, in the mean time Peter can you tell me how you forced the pheromones to activate", Dr. Connors said as he sat on his stool while the instruments did their processes.

"Well I just thought of all of them hoping it would work, I think Emma, this one telepath "helped" me, anyways it just seemed to work. Like riding a bike, if you haven't done it in a while but you do it one day", Peter answered as he turned to Kitty who huffed.

"Alright well, I'll call you when the sample is analyzed to see if she is indeed affected by your pheromones", Dr. Connors said sensing the tension between Kitty and Peter.

With a quick good bye Peter and his newly re-enforced harem exited the labs and took a relaxing walk to their car which was a few blocks away.

"WWWAAAIIITTTTT", a familiar voice called out as a frantic blond wearing a hospital gown started hollering for help.

"That crazy coke whore talking to us", Felicia laughed.

"Sounds like Emma", Peter asked as he peered over the car.

"Can we just GO HOME", Kitty growled.

"It is Emma, holy shit someone beat the crap out of her", Peter yelled as he ran across the street.

"Please help me", Emma begged tears flowing out of her eyes", Please I just wanna go with you!"

"Do you know this young woman", a nurse yelped as Emma bit her hard.

"Yeah, It's Emma Frost one of my uh friends", Peter answered back as Peter's pocket vibrated.

"She seems to have complete amnesia, can you get her to calm down", the nurse pleaded.

"Emma relax, relax please, it's me Peter", Peter said as she immediately stopped struggling.

"Pe-ter", she answered looking at him the tears slowing as the nurse let go of her.

"Yeah, do you remember me", Peter was grasping at straws to help her.

"Yes, Peter I'm so glad I found you. Can you take me home", Emma yelled as she clutched him tightly. And his pocket vibrated again.

"It's serious, can you all come here", Peter called out as his pocket vibrated again and he saw Kitty storm off. With Felicia running after her.

"What up, Pete", Gwen asked as she rocked little Ben in her arms.

"Emma's got amnesia", Peter answered.

"Alright, I need to make a call", Natasha answered as she took a few steps away and pulled out her phone.

"So can she remember anything", MJ asked as she held little May.

"Only Peter", Emma answered as she kept a tight grip on Peter.

"Kitty's pissed being her former rival and all", Gwen laughed as she held onto Ben with one hand and pulled out his phone.

"We will be taking Emma Frost with us, may we have her belongings", Natasha smiled as she held out her SHIELD badge.

"Fuck, you deal with the bitch", the nurse growled as Emma stuck closely to Peter.

"You really think that would work let me see the badge", a rather plump security guard barked as he came out of the hospital panting and sweaty.

"Here, we believe her to be a witness to a crime concerning rogue mutant", Natasha stated as Peter had to admit his Russian red head could lie.

"Right, well you'll need to verify it with the chief of medicine", the guard barked as a short stubby dude came out.

"Oh James, let them go I just got the call", the doctor huffed.

With that Peter said good bye to his maternal girlfriends and their shared kids as he waiting with Laura. He tried to read Laura's emotions to get her stance to this issue but she only gave him a shy smile. He could tell her that she didn't like hospital's or doctors.

"You want us to wait outside", he asked only to have her shake her head in reply.

"I am...will be alright", she answered.

"Emma can't remember a thing can you help me by not aggravating the issue with a bunch of talk about her being a telepath. Rather have that conversational back at home", he added getting a nod this time

Emma came out of the her room dressed in tight jeans and a even tighter blouse, her white heels clacking on the tiled floor. Peter them to Emma's suite to pick up her things while the others went to try and cool Kitty down for the up coming explosion of moving Emma into Peter's for now. Since Venom might come after her to get at Peter, luckily he had Natasha who was quite experienced at fighting super powered foes(The advantages of having a harem with super heroines). While it was the three of them he asked her what she could remember, much to his surprise she shared the three things she could remember, him, then a red head he guessed was Angelica, and lastly a older man in his mid thirties and wearing old English clothing. Laura had no idea what she was talking about but that was to be expected sense she had was only with the X-men for a limited time. He figured he would ask Kitty, but that would only be the case if she would talk to him that is.

Peter took a deep breath as he turned the nob and entered the apartment, much too his surprise to find not just his girls but Logan, Angelica, and the X-girls that were with a pile of assorted luggage piled and packed. However they all flinched as Kitty came out looked at Emma and glared at Peter, then their jaws dropped when Laura growled loudly at Kitty. Peter took a deep sigh to explain himself, only to get a duffel bag filled with clothes thrown in his face and pushed out the door by his girls as they were heading to the X-men's east school. Ben, Julia, Anya, and Natasha with a lot of SHIELD support were going to stop the other criminals and Venom, so that Peter could focus on Emma and training to get back into shape. Kitty chose to ride with the X-girls, while Peter and his other girls rode in mini van bought by aunt May and captain Stacy. But Peter was quite anxious to get to their destination so he could began his apologies. The other girls seemed to pick up on his tension and did their best to comfort him, including Felicia who offered him a BJ sense neither was driving. Her answer how ever was shot down as they were sharing the back with the kids and that each would be taking their turn driving so the others could rest for the drive to the school outside of Winchester.

By the time they arrived it was already dark. Peter could see a few well people waiting for them as they drove into the massive garage filled with just about every type of street vehicle you could think of. Once everyone had exited the cars, Peter looked at the people waiting for them. He recognized Logan and Beast who were slightly parted from Cyclops and Colossus. Kitty gave each one a hug but as she gave one to Logan, he gave Peter a glare that Peter thought would have made the Hulk shit himself.

"First things first. Ms. Frost gets to wear this for her stay non-negotiable. Next I wanna talk to Web-head alone while the girls get settled, you don't like that...Get the FUCK OUTTA MY SCHOOL", Logan growled as the girls turned to Peter.

"Let's talk", Peter answered as Gwen, MJ, Felicia, and to his gleeful surprise Kitty gave him a kiss on the cheek before following Beast and the X-girls into the house.

"You too Blondie", Logan sneered earning a fearful moan from Emma.

"WAITFORME", Emma shrieked as she followed after the girls as they all noticed Peter's worry.

"I'll keep an eye out for you", Laura answered as she followed after.

"Go, I won't kill him. Just got some things to say him", Logan answered as Cyclops waited for a moment and then entered the house followed by Colossus.

"So you pissed about Emma", Peter sighed hoping the fact that Kitty seemed to not be angry at him would keep Logan from ripping him to shreds

"Thanks...For Laura I mean, the poor girl's had a life even worse than mine", Logan answered as soon as the door closed.

"Oh, wow Wolvie is a softie", peter smiled as Logan's claw silently and slowly extended from under his skin.

"Tell anyone and I'll make you regret it, even if I hate to make those two fatherless", Logan smiled before drawing his claws in swiftly resulting in the girls bursting in the door.

"Don't kill Peter, I love him", Kitty yelped as Logan and Peter smirked.

"Looks like time away from the mansion has left you without manners", Logan laughed.

"We were talking about...Golf, yeah Logan wanted my opinion on Golfing trousers", Peter smiled as Logan shook his head.

"Rest now and have fun, we'll work on Frost tomorrow", he answered as Peter grabbed Ben with one hand and May with the other,

Peter felt blankets thrown on him

"Do you know where Peter is", Laura asked as she looked around the kitchen.

"No, sorry sweetie but I did want to congratulate you", Jean smiled as Laura shook her head.

"For what, I have not done anything that would warrant a bravado", Laura asked.

"About developing feelings for Peter Parker", Ororo smiled before sipping her coffee.

"You think I am in love, I admit I like being with him and I find it appealing that he has helped me feel emotions", Laura answered.

"Don't be ashamed, it's wonderful to be in love", Jean smiled.

"I love him, but what if it's the pheromones", Laura whispered.

"You glow when he walks into a room, well you look really happy and when he does something with you even a conversation you seem so happy", Ororo answered as she offered Laura one of the chocolates

"Does he love me, should I ask", Laura asked as she took the chocolate.

"Might not be the best time, but that's really up to you", Jean asked as Laura nodded and left the kitchen.

"It's good to see her like that, the other students seem so wary of her", Ororo smiled as she watched the children playing from the kitchen in the early mourning.

"Logan's got to you I see, you would never read their minds so well", Ororo smiled.

"I can't help it, she really likes him and with Forge's power booster I can easily read his mind and he feels the same", Jean smiled as they watch Laura go out for her mourning run.

_The Next Mourning..._

Gwen smiled as she sat on the open terrace overlooking the yard as they watched the younger mutants play various games. Some used their powers while the others clearly held back their talents for their opponents sakes.

"Is it going to be like this for Ben and May", MJ asked as she sipped her coffee.

"Am I a bad mother for kind of hoping their a little like Peter", Gwen asked as MJ turned to her best friend.

"No of course not, Peter is the guy we both love and their father. He's kind, loyal, and funny despite him being a wise cracking smart ass", MJ smiled.

"No well yes, but I mean I kind of hope they do have powers. Not exactly be heroes but be able to feel like he does, you don't really get what I am saying do you", Gwen sighed.

"I get you, the goofy grin he has when he's crawling on the walls or web-slinging. It would be nice for them to feel like that but if May ever wanted to be Spider-girl I would freak out and probably pull out all my hair.

"That would be quite a look for MJ, the best actress on Broadway", Gwen smiled back as Laura walked towards them after her mourning workout.

"Gwen Stacy, Mary Jane Watson. May I ask you both a question", Laura asked as they both turned.

"Shoot", MJ answered.

"Shoot what", Laura replied.

"It means ask", Gwen asked while MJ giggled.

"I would like to join Peter's group, I was told that I should ask before I join a group", Laura asked.

"Really, it's kind of nice to have someone ask", MJ smiled as she turned to Gwen.

"You would think that this would bother us by now", Gwen giggled.

"Looks like your in, Laura. Welcome to the family", MJ smiled.

"Do you wish to embrace me", Laura asked.

"I'm good, after all you don't like being touched", Gwen answered as she looked at them.

"I need to adjust my temperament since we will be living together", Laura answered as she moved closer to the pair.

"Alright then", both answered as they gave her quick hug.

"You gonna ask the others too, I take it", MJ smiled.

"Yes, you were the first I thought to ask. I assumed that since you two have bore him his first children you were the more dominant of his lovers", Laura answered with a nod.

"None of us are really ahead of the others, Peter treats us all the same", Gwen smiled as Peter and Kitty approached the trio.

"Emma's done for today, but Hank wants us to talk to us about our relationship...if that's okay with you two", Kitty smiled as she made funny faces for Ben.

"Fine with me, but how are you going to Felicia to say yes", MJ smiled as her and Gwen lifted their coffee cups.

"No, easy just offer sex", Kitty replied in a happy voice Ben.

"You wanna tag along Laura", Gwen smiled.

"Logan wanted to talk after they were done with Emma Frost", Laura answered as she promptly exited the room, both mothers smiled to each other.

As Peter and his girls entered DR. Hank McCoy private office they were amazed by the degrees, awards, and notes of recognition on the walls. A desk spaced a good five feet from the back wall, flanked by two loveseats and mirroring a rather large couch. Books were plied neatly in the corners , on the sides of the loveseats and on the desk. Behind the desk they found Hank squatting in front of his computer working diligently on something. Hank smiled as Peter ran over to his wall and proceeded to geek out about the various things Hank had accomplished. Felicia giggled as his gleeful state and took a seat on the arm of the couch while tugging Kitty onto her lap. Gwen and MJ rocked the kids in their arms while they walked around the room.

"Well, sorry about the mess but I'm afraid I lose myself in my research sometimes. You can call me Hank, Dr. McCoy, or Beast which ever makes you most comfortable", Hank smiled, his eyes showing compassion.

"No problem, Peter isn't exactly a "neat freak"", Gwen smiled.

"Ahh, thank you for speaking with me. I simply wish to ask your opinions on the your relationship, albeit a odd by apparently quite strong. I understand that you may not be open to sharing everything but I simply want a bit of insight into the situation", Hank answered.

"So no psycho-analyzing bullshit, cause I know what issues I have", Felicia answered with a glare.

"Cat", Peter and the girls called,

"No nothing like that. Although not publicly I am a member of the Avengers and have access to SHEILD databases. I simply believe the same thing Fury does", Hanks smiled.

"As in", MJ asked.

"IN being a hero as well as an Avenger, I also believe that you Ms. Hardy would make an excellent addition to the Avengers in the same way as myself", Hank smiled.

"Really, me and Avenger", Felicia smiled as she looked at Peter.

"So you have been watching us then for how long", Peter asked as he turned away from the wall.

"Me for close to nine months, Fury had me take over for my dear team mate the Black Widow. We monitor most people with abilities regardless of their abilities' origins. Our branch is assigned to monitor and disable those who bring harm to those around them with their abilities", Hanks smiled back.

"She told us that's what she did but never who she worked with, now we know at least one of her teammates is trustworthy", Kitty smiled.

"So what did you want to know", Peter asked.

"First off how long have you all known Peter", Hank smiled.

"Well Gwen and I have known Peter for like our whole lives, our parents were friends and worked together", MJ smiled as she held little May.

"Yes, I know of I am fully aware of your parents as SHIELD agents, they fought against the Red Skull and in order to give you a chance at peace gave their lives in bringing them down. I believe that is why Fury grants you so many freedoms that many younger heroes seldom get. Oh, forgive me I do tend to ramble from time to time", Hank answered.

"So you knew my parents", Peter asked.

"No but from what I read in the files, they were very much like you Peter. To the point of recruiting a skilled thief and a powerful mutant in their fight against the Red skull. Your father it seems always did the right thing", Hank added.

"Really", Peter smiled as the girls fawned around him.

"And now Felicia how long have you know Peter", Hank asked.

"Well actually close to a year but I have been Spidey's partner for a while now. I was a thief trained by my father and kind of a bitch and I had a really cynical view on life till Peter convinced me to go good. Then about two months later I leaned he was Peter Parker and I am ashamed to admit but I really didn't like Peter being all normal. But after a fight I tried to sleep with some guy and I realized that I still loved him and have been a loving member of his harem since", Felicia smiled as she hugged Kitty and then blew a kiss at Peter.

"So I guess that you are all really honest, is that a rule in your group", Hank asked as she jotted some notes.

"Well yeah, Peter trusted us with his secrets so it would be unfair to not do the same", Kitty answered.

"Ah, well Felicia you called your group a harem is that what you call yourselves", Hank asked his eyes pointing scanning the group.

"That's what I call us. We all love Peter and he loves us. Peter is our man and we share but save for me and Kitty non of us really love each other that way, everyone else call us a family", Felicia answered back as she started to rock with Kitty on he lap.

"Right, well I met Peter my first year as a X-man but after everything I went back and they told me about Peter's incident and that I should join", Kitty smiled.

"yes, and I'm sure the professor god rest his soul, would be happy with the choices you all have made", hank smiled as suddenly Emma burst through the door followed by Jean.

"Sorry, but Logan scared her really bad", Jean answered as she ran into Peter crying.

"Look this is a little private can you get lost", Kitty growled.

"Kitty she needs our help, I know she was a villain but that's in the past. The fact that she forced her best friend to leave her so that she would be safe is a testament to that", Peter sighed.

"**NO PETER, YOU DON'T KNOW WHO SHE REALLY IS AND I'LL TELL YOU WHO SHE REALLY IS. SHE IS ****A HEARTLESS, SADISTIC, VILE, HORRIBLE, LOATHSOME, CORRUPT, MALEFICENT, VILE, ****MANIPULATIVE BITCH! ONCE A FUCKING BITCH ALWAYS A FUCKING BITCH**", Kitty's anguished cries echoed around the grounds, Emma fell to her knees crying at the verbal assault Kitty set forth.

"Katherine Pryde", Jean yelled as she slapped Kitty as hard as she could but it allowed the rush to leave Kitty's head as she remembered Felicia and her past.

A single tear fell from Felicia's cheek before she bolted for her room because despite her best efforts, she could not hold back the tears. However Kitty's will could not match Felicia's as she ran crying to her old hideout, Peter looked torn as he saw both leave.

Peter awoke with Felicia's weight pressed on him , he remembered when she had sneaked into his room and stayed with him the entire night. An offer granted after last night after they had talked, she was still hurt by kitty's words but she kept it hidden from everyone but Peter. He had talked to Kitty too but it was clear she needed time alone, especially if he didn't want to cause any more damage. The two have had a few fights but this one was the biggest, however Peter knew they would make up later due to the fact that Felicia was still talking about Kitty as much as Peter in her sleep. When the sun started to rise she left his bed and left without a sound, Peter followed as both headed for the kitchen.

"You want me there", Peter asked as she shook her head.

"I want to do this alone, I always claimed that I was neutral in your fights with the other girls so I want to at least try this on my own", she said as she gave him a quick peck and went to apologize.

"I'll be with the kids if you need me, that means either of you", Peter called out loudly as Kitty sighed as she phased through the pantry door.

Laura knocked on the room Gwen, MJ, and Felicia were sharing, she hoped she wasn't jumping the gun. But Peter told her that she should always do what she believes and she believer in being with Peter. She knocked the door and Peter opened it and returned to the bed to watch over his babies since the mothers were going out for a run while the babies played on the bed. She smiled at the look of happiness on his face and found it giving her courage for her words.

"Peter, I wish to discuss something with you", Laura answered.

"Could use a distraction right now", Peter sighed as Ben was playing with one hand and May was gumming the other hand.

"Peter I want to stay with you", Laura answered as she watched Peter's first born children giggled on the bed.

"I don't think it's such a good idea", Peter answered as she shook her head

"Please", Laura snapped as she looked at Peter, tears now flowing down her face.

"Sorry, but do we really even know each other", Peter answered.

"But I need you, I...I..want to stay with you so badly it hurts. You can't do this to me, make me fall in love with you and then leave me here alone. I'll start cutting myself again, I SWEAR", Laura pleaded.

"No, look can we just give it some time. I mean maybe you'll find me grating or something, after all you barely know me", he answered as she shook her head.

"Please don't say that again", she answered as she wiped a tear with her finger and staring at her it.

"I didn't mean to make you cry, but can we wait just for a little bit", peter answered as he hugged her tightly.

"Thank you for giving me back my humanity", she answered as she hugged him tightly.

"In that case can you do me a really big favor", he asked as he held her.

"Yes", she answered.

"Can we keep this secret, if Logan found out I made you cry. Well when Kitty told him that we started having sex. Well we had to buy new furniture for the living room. Being that your his daughter, well He'll cut me to ribbons.

"But I am his clone not his daughter", Laura answered.

"The way he looks at you it's like the way a father looks at his daughter. Trust me I see that look a lot", Peter smiled back.

"Only if we can...mmm.", Laura whispered.

"Didn't catch that sorry", Peter answered.

"A date, I want to go on a date with you", Laura asked as she looked into his eyes.

"Deal, but I need to care of the Kitty and Felicia first alright", he said as he kissed her cheek softly.

"Very well", Laura nodded eagerly surprised how excited about this she was and already planning on speeding up the process.

Elsewhere on the school grounds

Emma shook her head, this was all probably her fault. If only she could gain her memories back and her ability to control her powers, she could fix everything. She took a few steps back and leaned into the corner to stay in alone and unseen by any onlookers or so she thought.

"Excuse me, Ms. Frost would you like to talk about something", Hank approached her.

"Mm, no sorry I thought this was not taken. I'll be okay", Emma huffed.

"You really do care about Peter don't you, then go to him.

"But all I do is cause complications and Peter has enough of them", Emma answered.

"The Emma Frost I remember was an incredibly talented, smart, resourceful woman who could achieve things I can't even imagine", Hank smiled

"But, I'm supposed to be evil right, that's what Kitty says", Emma cried back.

"And what does your heart say. Although you were with the Hellfire Club, I have seen you defend Angelica from your own berserker team mates before and your relationship to Cyclops helped keep the X-men alive today."

"But it's broken due to my actions, I mean there are two schools that are on opposite ends to the country right. Logan and Cyclops hate each other don't they", Emma rebutted.

"Hate is a strong word. Besides if something is broken with enough effort it can be fixed. I believe that you and Laura being here has already started to mend the X-men's bonds", Beast smiled.

"Really", Emma took a deep breath as she closed her eyes, pleading to herself to remember at least one thing.

Meanwhile in a abandoned building Venom stood before two men in suits, the first was Norman Osbourne with his son at his side both wearing business suits and looking rather pissed. Eddie himself was annoyed at the lecture he was receiving from the two.

"Eddie Brock, since you are unable to finish this fight I have brought you an ally to assist you. We are bring another ally, if we wish to end Peter Parker we must be stoic with a our cause", Norman smiled as Eddie grumbled.

"I know, but your files said that there was one Spider-man when apparently there is another guy claiming to be his brother and a chick that claims to be his sister. WHO ALSO HAS THE SAME POWERS, this is as much you fault as it is mine", Eddie growled.

"I know thus the extra support, his abilities seem similar to your and I believe that he can help you take out every one with spider powers and then you can have your little red head, Harry can have his blonde, everyone wins", Norman laughed.

AN: Here is the newest chapter I thought I might state that Emma's condition won't last much longer, this was just in my opinion the best way to have her come into the fold so to speak. Next even though I chose Ultimate Shadow Cat, I have to admit that the whole Kitty and Emma conflict is one of my favorite (Universe 616) things about that universe. I would also like to thank RJ for helping me out and lastly for all the comments, critiques, and the love for the story. I initially started this story to help me grow as a writer and well I've been told that I have improved and it's all do to the fans, flamers, and friends so thank you all and I plan on actually finishing Spidey's harem before Christmas(One more arc to go after this one). So any ideas on another would be greatly appreciated


	11. Chapter 11 War and Unrest Part 4

War and Unrest Part 4

Spider-man zip-lined away as a blast of red energy slammed into the spot where Spider-man was seconds ago, only to be then be fired in rapid blasts that were getting closer and closer. Spidey was in the danger room training with a few stun turrets, although he was inactive for almost nine whole months his skills were barely unpolished by his skills. However raised above the dodging wall crawler was the control office with several people watching his training. Bobby sat at the controls laughing like a mad man while trying to shoot his friend. Laura leaned on the window eyes, studying his moves for any weakness. She had taken it upon herself to analyze his abilities and report any weakness he had, she had already done this with his first training simulation and it he had clearly taken her critics to heart.

"Think I should try level-5 weaponry", Bobby smiled as he stood up to get a better view, revealing his black and blue suit.

"No, that is for active duty personnel", Laura answered wearing her black and white training suit.

"But he is getting better, I mean I'm nowhere close to hitting him now", Bobby answered.

"No, his reaction time is off by a fraction of a second, injury will be probable", Laura answered her eyes not leaving Spider-man.

"I'm a little surprised that you are here, you always seemed so distant from everyone", Bobby sighed as he accessed the third level equipment and Peter started dodging several robotic tentacles.

"How's he doing", Angelica asked while wearing the all black training suit with the "X" on the right shoulder, the trainee uniform offered to her.

"Better but Ms. Glum won't let me raise it to level five", Bobby answered.

"Isn't that a bit high on the scale to throw him into, that's the X-men team default setting", Angelica pointed out.

"He can handle it, the dude sparred with me and Johnny several times during his break and not to mention he went toe to toe with Wolverine and won. I know his limits more than either of you, no offense", Bobby sighed

"That may be but shouldn't a friend care about his friends. Or all you guys "too tough" for all that caring stuff", Angelica smiled sighed as she sat at the console.

"HEY GUYS, WE TAKING A BREAK OR WHAT", Peter called out as Bobby realized that he had left the controls.

"Sure, sorry talking with Angie and X-...Laura", Bobby called out as the turrets and tentacles receded into the wall.

After a few minutes Peter joined the them, Angelica hugged him tightly. And Laura filled him on his slowly improving reflexes, Bobby and him hugged as well being brothers in spirit. However the door opened as Emma ran into the over view room.

"PETER I...I., uh well...should I come back", Emma's voice slowed to a near whisper when she saw Angelica.

"It's become overly crowded, I could use a snack", Angelica growled as she started for the door.

"Angie, you two were best friends. She did this to protect you, please stay. She needs you the same way she needs me", Peter answered.

"Look Angie, she does ask about you a lot", Bobby added.

"Let her go, I don't which to irk her further", Emma whispered.

"I'll try but no promises, I'm doing this for you two not her understand", Angelica sighed as she looked at the two of them who smiled.

"Thanks, um Em. Continue", Peter smiled.

"I remember, I protected you", Emma cheered as she looked at Peter.

"Um, what now", Bobby frowned as he looked at Emma.

"I made it so no one could read your mind, I did it because you were the first guy who saw Angelica and myself as friends. I wanted to keep that", Emma yelled as she hugged him tightly.

Hours later the group was in Bobby's room with the guys playing the game. Bobby sat in his desk chair with Angelica sitting on the bed next to him, clutching his pillow in her arms at the zombies hiding herself into it at the so called scary parts. Peter was sitting next to her on the ground leaned against the bed, while Emma was next to him reading a tale of two cities(no one else would even tolerate her presence). Laura was leaning on the wall opposite the door shifter her gaze from Peter to the door. His laugh at his so-called valiant achievement of killing the boss made her smile, he beamed at her and motioned for her to sit next to him. She followed and leaned on him, times like these made her forget about her past and she would be grateful in this life and the next for saving her. She let out a sigh watching the screen prompting an answer from Peter.

"What's wrong", he whispered as both of them felt Emma tense.

"This simulation is not accurate, first off your duel wielding and that is entirely too inaccurate", she answered as Bobby let a sigh.

"It's a game not a simulation, it's meant for fun. Look at it as entertainment", Peter smiled as she nodded.

"I will attempt to look at it as entertainment then", she answered stunning both Bobby and Angelica.

However a loud explosion ruined the scene, Laura was immediately on her feet all claws out as she let out a growl. The game was immediately put on hold as Bobby paused it causing both Emma and Peter to look at Bobby.

"Maybe Wolverine and Cyclops started fighting again that happens a lot doesn't it", Peter answered as Bobby was already in his ice form.

Immediately a huge hulking man smashed through the wall, his gray skin rocky reaching for Emma. Iceman was already blasting the threat with Ice blasts as Peter tried to pull Emma towards him. Laura shot herself at the threat eager to draw blood on the creature for disturbing the one man she seemed to love.

"Emma come with me, you were the only one to understand. We can bring you back, what ever you did your still our white queen", a black haired kid answered as she reached for Emma as well.

"No, Peter. He's with the English man, **I DON"T WANT TO GO BACK**", Emma answered as she tried to bury herself into Peter.

"Peter, take Emma downstairs. I will kill them all", Laura growled back.

Peter grabbed his web shooters off the bed and put them on while pushing Emma out of the room, however he stopped when he heard the unmistakeable sounds of brawling downstairs. With a whisper to Emma he clutched her with one hand before readying himself for the fight.

"Hellion, get Emma. I'll crush they interlopers", growled the bigger of the attackers.

"No, Emma's powers are blocked. The guy she is with is Spider-man. We fight together Rockslide", Hellion answered back.

Peter blasted several web blasts at the pair only to have them blacked by what appeared to be a metal tendril, which then lashed at Peter. Peter smiled as he sensed the attack and flipped Emma along with himself to the ceiling before he shot off several more blasts at Hellion who seemed like the leader. The all slammed in what appeared to be an invisible force field, Iceman smiled as he gave Peter a look. Peter turned to Emma and stared into her eyes before ripping off her belt that was blocking her abilities.

"Emma", he whispered.

"Yes."

"Can you scramble their brains or something", Peter asked her as she zipped around the room to avoid any attacks.

Emma found herself nodding before closing her eyes and focusing harder and harder, she wanted to cripple the enemies. Much to her surprise she found herself able to hear, Peter's Bobby's ,and Laura's thoughts as well as the attackers. She gripped her head as more and more she detected the thoughts of everyone in the academy, the rush of thoughts was too much. She howled in pain as one by one Bobby, Laura, and Angelica fell to the ground in pain, however so did the three attackers. She looked up at Peter who smiled at her and set her softly on the floor as he webbed Rockslide followed by the metal girl, but when he went to web the leader who then jumped up. Peter then was blasted through the wall. Emma screamed as she saw Peter smash through the wall, she glared at Hellion who reached his hand towards her.

"Come with me Emma, this guy just got under your skin. Emma, let me fix you. I can give you what you want", he smiled.

"**I want Peter**", Emma growled as suddenly Hellion felt nothing but pain, dropping to his knees.\

"Em...ma", Hellion moaned while he thrashed around.

"**GIVE ME PETER**", Emma growled as memories of her powers and what they could do were surfacing.

Felicia gasped as she turned to Kitty while the mansion was under attack, she turned to Kitty to see if she was safe. She smiled when she saw the young brunette sink into the ground and then grabbing her hand, it was good to know that despite their fight she still cared about Felicia. As they ran towards the stairs they saw Colossus fighting someone Kitty called Shaw, the former boss of Emma. Felicia had to admit that watching the middle aged man taking the blows from the metal man was nothing more than terrifying. Colossus grabbed Shaw and slammed him into the floor of the foyer, clearing room for the girls to make it to Felicia's gear. She hated it that there were far too many people around for her to properly use her ability, she didn't want to hurt and of Kitty's friends. However as they made it upstairs a cloaked man smiled as he pressed a switch on a device in his hands, causing the younger brunette to collapse Felicia growled as she ran towards the cloaked man, only to feel a sharp pain in her back. She reached and pulled out a dart cursing herself for being caught off-guard, she the man smile as he loaded a capture net gun. Felicia jumped on top of Kitty as the shocking net taking the painful shock burns instead of Kitty, she took a deep breath and tried to protect every in of Kitty's body, before losing her consciousness

_A hour later..._

Logan wiped his forehead of of the blood from the Hellfire club, they had just defeated the hellfire club. He turned to survey the damage, the main building was hit the most especially on he dorm floors. However as Emma came down stairs at Peter's side but took a step behind him once Logan eyed her uncovered waist.

"WHERE THE FUCK IS HER BELT", Logan growled out.

"I took it off, there was a telepath and isn't that the best way to fight a telepath", Peter answered.

"True, she kind took em all out", Bobby smiled as he de-iced himself.

"Even I have to admit it, we would have lost with out her", Angelica answered as followed after.

"Laura just allowed you", Logan snarled.

"Yes", Emma answered timidly hiding behind Peter.

"Laura...LAURA...**LAURA**", Logan yelled and went in search of the missing before he impaled Peter with his claws.

"Sorry Pete, but they seems like they took Kitty and Felicia too", Bobby sighed as he held his head low.

"What, you're sure", Peter yelled as he zipped to the roof.

After a few hours of searching the only missing people were Kitty, Felicia, and Laura. Logan had already launched off towards Shaw's estate with Betty and Hank, as well as Cyclops, Rogue, and Colossus Jean stayed to manage the school and the students. Much to Peter's anger, Logan had not allowed the web-slinger to come along and Peter was pissed. With the bigger six X-men missing and the apparently super power blocks that kept anyone from affecting his thoughts. He failed to notice that Bobby and Angelica were keeping an eye on him as he readied himself to head out once it got dark.

Peter looked at Gwen and MJ, both sobbing softly as the infants were in between them. He silently kissed each forehead and gave both a smile.

"I'll bring them back", Peter whispered.

"Just come back to us, the same rules apply", MJ answered as Gwen lifted herself with her elbow to give him a tight one armed hug.

"You have to come back to us, all of you in one piece", Gwen whispered as she pulled back as Peter opened the window and jumped out.

He had to be stealthy, luckily Felicia and Natasha had trained him in avoiding security systems before

"You aren't that good, luckily for you I've been sneaking out since I joined the X-men. The fuck are we going anyways, Pete", Bobby smiled as he tightened his black bandanna around his head.

"We...wait ", Peter turned to face Bobby surprised to see Angelica join up with them put on her goggles over her suit.

"Yes, we", Angelica smiled, "Look I know I used to be a bad guy but you two have been amazing friends, I want to help you", Angelica smiled as she came towards the pair.

"Hell yeah, I love a girl who takes a stand", Bobby smiled as he turned to face Peter, "If she goes back, we'll be caught anyway."

"Fuck it, look I planted a tracer on some of the guys as they left", Peter answered as he pointed the call.

From the window Emma felt her eyes water at the sight of Peter going off with Bobby and Angelica, she wanted nothing more than to follow after them. But she would only slow him down, at least with Bobby and Angelica with him he could chase them and since she was not at her best she would have only gotten in the way.

_two Hours Later Near a motel outside of Winchester..._

Laura smelt the same scent of one of the armed men that had attacked the mansion earlier last night, he or rather he and a squad of men seemed to be hunting something. She was rather close to them using Logan's bike after she had decided to go after the Hellfire Club and bring back peter's missing girlfriends. She still remembered that look at shock when they had learned they were taken, she would make everyone of those damned bastards pay for making him cry. And since Logan had forbid Peter to go along she decided to follow her own trail and bring them back for him. She had always been alone despite Logan attempts to be a father, she never really had anyone else especially her age hat she could connect with. By her count there were seven men armed with automatic weaponry and probably arms for close combat such as knives or heavy caliber handguns hidden in the small motel, she knew Shaw had these as mainly a decoy but if she could interrogate them and learn of the girls' location. She hesitated for a moment under the back window for a moment, Peter would never forgive her if she killed everyone here. She then somersaulted in to then window only to find a man sitting on the toilet stunned at the girl who now stood in the tub.

"Surrender", she demanded in a cold voice.

The man smiled as he stabbed her in the gut with his knife, the pain of the toothed blade making her nerves jolt with pain. She grabbed the man's wrist holding the blade in position while she grabbed his face and slammed in to the wall, blood slowly seeping from a wound hidden in his hair.

"Steve, you alright in there or did you manage to screw up taking a shit", another asked as Laura extended on pair of claws and grasped the knob with the non clawed hand.

She then tore out the wound happy that her heeling factor was stable at the moment as the wound was already healing and with a deep breath she opened the door. The next she sped under his rifle and impaled his shoulder care to avoid the artery, so he would not bleed to death. The next she dug both pair of clawed hands into the wall to lift herself up and kicked with the full force she could muster, following a guy who had his hand in the fridge as she slammed it shut on his hand before beating him with her bare knuckles. Two of the remaining three opened fire on her without "thankfully" hallow point rounds as the bullets struck her left shoulder making the arm temporally useless. She swiftly slid towards them kicked one's back leg causing him to fall hit his head on the bed post and sent out her other foot's claw into his calf, causing him to yelp, fall, and then slammed in the head by her knee. The last immediately shat himself at the mere sight of the girl taking out his six squad mates before she slammed his head into the dresser the TV was sitting on.

Peter put a finger to his mouth as he turned back to show them that they had found the armed men, thanks to his spider tracers he had found out where them armed men were and with any luck, his two missing girlfriends too. Bobby nodded and turned into his ice form as Angelica readied her own powers. Peter kicked down the door only to find the motel room trashed and the armed men, bleeding, broken, and somehow alive. Bobby was amazed at the carnage surrounding them.. In fact, their breathing was all normal. As Iceman entered opened the door two blades impaled his right shoulder. As Laura smashed him into the ground her eyes filled with rage until she recognized them, her all black suit stained covered in droplets of blood.

"Go back, you were safer at the school. I will bring Kitty and Felicia back", Laura growled.

"But", responded Peter.

"I know who they have, I intend to save them for you", Laura interrupted surprised that a tear fell.

"Look can not do this for like ten seconds", Peter begged.

"You were so devastated, I had to make you feel better", Laura begged,

"Why do-", Peter started only to have Laura silenced him with a rough but affection kiss.

Peter's eyes open in shock as she kept hers open as well. He was surprised to see the level of love and affection they held, he knew she usually everyone looks that could kill. He could also see the desire the same one Felicia had given him during her apology.

"Fine, but let's take this slow. Alright", he smiled as she nodded and gave him another rough kiss.

"Ahem, can we get back to our goal of bringing down humanity since you obviously intend on being the only male to ever have non-homosexual sex again.

"Sorry", Peter answered as they broke apart but she maintained her closeness to him.

"Figured that would happen with how she's been smitten on you since you brought her", Iceman smiled as he de-iced himself after his shoulder had repaired..

"These men were only working for the Black King, but they had some useful information I was not pressed to use any hardened interrogation techniques and they still revealed where they are keeping the girls. Massachusetts Academy, is their current base of operations", Laura informed the trio.

"Then, we're all going. No arguments", Peter said as Laura attempted to argue the point until he kissed her shutting her up, "I can do that too."

"Alright, we got one of the sedans, Pete you still good with Fury", Bobby asked.

"Yeah, but Logan's a Avenger. I'll place a SHIELD econ but for plane tickets, I'll talk to Natasha", Peter smiled as the three nodded after Peter.

_A few hours Later..._

Felicia and Kitty awoke in a actual cell in what looked like a old medieval dungeon surrounded by several men in what looked like Victorian clothes with smiles at the two girls. Felicia immediately grabbed Kitty intent on protecting the younger girl from any harm. Shaw sat in what looked like a black throne sitting next to a white empty chair, flanked by various people who Felicia didn't know but was going to rip apart once she was free. Her tight grip on Kitty woke the smaller brunette as she slowly pushed away to see where the pair was. Almost immediately Kitty's face went from confused to anger, Felicia smiled at the smaller brunette and how cute she was.

"What do you want with us, Shaw", Kitty growled out.

"A skilled and knowledgeable phase, and a skilled former thief I could use both and would be honored if you were to join me", Shaw smiled.

"Fuck you, stealing away from our toyboy is not the way to buy my loyalty. And even if it was, well I gave up crime for our lover", Felicia growled as she stood up and started to canalize the number of people and how to escape.

"Then bring him along, I could always use another skilled person amongst my flock", Shaw smiled.

"Sorry, but the thing I like about him is that he isn't some dog that blindly follows", Felicia smiled as she held Kitty's hand.

"Hmm, perhaps waiting will help. I have other matters to attend, Cruz, make them more receptive to the idea", Shaw smiled as he was left with everyone with the exception of one man.

"Kitty are you alright", Felicia smiled as she wiped Kitty's stray tear.

"I will be, as soon as we're home", Kitty answered as both felt their heads get a little fuzzy.

Both girls new this was a effect of a telepath trying to mess with their minds and immediacy began to protect themselves. Kitty had received training from when she was an X-man and Felicia's father had given the former thief a much more brutal education. Felicia thanked the enemies' disregard to give her body a full search as she pressed her bust together and felt her lock pick.

Kitty sighed as her female love manipulated her bust figuring the blonde was kind of turned on by the whole thing, it wasn't the first time. Felicia then fell back confusing the younger brunette as she jumped towards the telepath, catching his weak cross to he jaw and slammed him into the ground. She smiled as she snapped smiling at her work before freeing the girl.

"You know it would help if I knew the plan", Kitty huffed.

"I...sorry", Felicia answered as she kissed her.

The pair shared as laugh as they looked around at the room they were in. It had a variety of various armors, clothes, and artifacts. Felicia let out a loud sigh imagining the value of everything on the walls. Felicia then turned to a giggling Kitty, she placed her hands on her hip glaring at Kitty.

"What, I'm not mad at you", Kitty answered.

"And."

"I love you and Peter."

"And."

"Okay, but if she hurts him regardless of how insignificant I will hurt her", Kitty smiled a Felicia hugged her tightly before being pulled away.

I'm going to look for something that could help", Felicia winked as she started staring at the walls.

Kitty smiled as she saw the red hooded trench coat on the wall, she remembered hearing Logan and the first class talk about Shroud and how he was one of the most powerful mutants they had ever fought. She had to admit that when she first joined Spider-man and Black Cat, Shadow cat seemed a little off. She slowly lifted the coat and inspected it, she needed a suit or something to fight with and what better than this.

"They got him", three armed men yelled as they ran down.

Felicia smiled as the three men with billy clubs ran at her, the first swung at her with everything he had. It was a mistake many rookies did as she caught his elbow and slammed him into the wall. The next to ran at her each swinging wildly hoping to throw so many swings eventually one would land and allow them more. One then pulled out a knife as the other tired to push her into the corner, she cartwheeled backwards and caught the guys neck with her ankles and lamed him into the wall. Then the last guy suddenly fell into the ground as Kitty smiled as she pulled the hood back on the red trench coat.

"Momma, likes", Felicia purred as she kissed the smaller brunette.

"Good to know, here's you gear", Kitty smiled as she held out a small rubber insulated pouch.

"Now let's kick some ass till Peter shows up, no one touches our little girl", Felicia smiled as Kitty followed after.

_Near By In A White Sedan..._

MJ felt a little unsure of herself and her shared location and intent along side Gwen and Emma as they were in a car on their way to their apparent base in Massachusetts. Emma had linked the girls' minds and allowed Gwen to share her skill with fire arms with the others. It was clear Emma was getting her memories back and her temperament was returning as well. Being that the two had both Peter's and Kitty's beliefs of Emma, both ere unsure who to believe. But it was clear that at the moment Emma wanted nothing more than to help Peter, so both agreed to follow along and help save their sisters. As Emma pointed out that they were almost there Gwen and MJ loaded their rifle, shotgun, and pair of handguns(non-lethal, of course) for their journey.

"GET OUT NOW", Emma growled as the car flipped and Emma wanted to live no matter what.

Gwen and MJ prepared to roll over glad that the seat belts held them in place, both stunned when they opened their eyes and found a crystalline being in Emma's place. Both released their seat belts only to have and fell with a loud thud. Emma burst through her door glad to see that she tore through the metal and plastic like with was wet tissue paper.

Suddenly in a flash several armed men were in the ground, Laura stood over them a glare at the girls. While Iceman sped by on his signature ice trail blast several more of the armed men, Angelica flew around blasted them with heat blasts and fire bursts, and several more people got webbed.

"We talk after this", Peter growled as Emma and the car were covered in a web shell.

The three stood stunned at his use of his webs never thinking that he would use his webbing in such a way, staring at the milky colored wall that now stood around them. Gwen was the first to shake off her awe as she shot the wall several times with the her handgun, before charging through. MJ and Emma were shaken from their awe by Gwen's actions and followed after. The sight of Laura impaling several armed men in a matter of seconds while Iceman was freezing others while sliding around on his ice track. Spider-man was using the very same tracks to zip around the battlefield, Angelica was blasting several armed men along with the group.

Gwen saw several men start taking shots at Spidey, she held up her handgun and began firing, followed by MJ. Emma tried to mentally attack the others but in her new found form, she was entirely unable to. She focused looked at he new form and groaned at her state. Suddenly the jewel sheen slowly dimmed until her skin was normal again, she tried to attack her shared enemies with success. The seven crushed their the henchmen' will to fight against the attackers, Iceman and Spidey cheered as the unskilled lackeys submitted.

Suddenly applause drew everyone's attention, as eight figures stood watching the confrontation from the front porch. Shaw was the one clapping as stepped onto the front yard, each of the seven could feel his confidence just by the way he stood.

"Well done, I expect nothing less from such perfect beings such as yourself", Shaw smiled.

"FUCK YOU", Iceman yelled.

"Bobby", the girls yelled at the cryokenetic hero.

"**RETREAT**", a voice snapped as suddenly a bright red blast slammed into Shaw

Wolverine, Colossus, and Beast ran at the lone villain on to be slammed away from a single hit from Shaw. Peter launched a flurry of web bullets that all hit Shaw, prompting a laugh. Laura lunged forward sprinting to slash Shaw, careful not to hit any vital organs.

"Holding back, that will get you killed", Shaw smiled as he held Laura by her throat.

"I said go back, he's too strong for all of you combined", Logan growled as peter gave Bobby and Angelica a look.

Bobby sped towards Shaw hoping to catch him in a ice-blast only to have Shaw use Laura as a shield. Gwen and MJ held their fire knowing Shaw's abilities, while Emma felt rage coming up and more memories flooded her head. Angelica held her fire not wanting to hurt Laura more in another attack. Laura yelped as Shaw began to squeeze and she felt the pressure building. Peter lost it and decided to hit the brute with everything he had, sling-shooting himself at Shaw and slamming his fist into Shaw's face only to have him grab Peter by the neck with his free hand. Shaw lifted Peter by his throat and smiled pulling back his fist, preparing to pummel Spidey's brains.

"Leave him alone", Emma growled as she sent out a wave pf psionic energy that crippled Shaw to his knees.

"You fell in love, stupidest mistake you will ever make", Shaw laughed at Emma.

"Being in love an never be a mistake. If you ever have a thought about harming anyone, or anything ever again...You will vomit uncontrollably for the next twenty four hours", Emma growled as Shaw looked up at her with a glare before shoving his hand in his pants, vomiting, and by the sounds of it crapping his pants.

"Holy shit, that's bad-ass. Make him do flips", Bobby cheered as Angelica shook her head.

Felicia and Kitty ran through the door preparing for a fight much to everyone's surprise, Peter ran up to squeeze the pair who squeezed back before both took turns kissing him. While Laura watched and smiled at Peter who was actually tearing up as he spoke in hushed whispers to the rescued girls.

"Emma", Kitty called out as stunning almost everyone.

"Yes", Emma asked timidly wanting to latch onto Peter.

"Kitty", Peter called out.

"Let me talk Peter", Kitty said as Felicia whispered something in his ear while Emma tried to hide her fear.

"I know that you two like each other, so I give my consent alright. Don't make me regret this Frost", Kitty called out as she turned to face Peter.

"Truly", Emma asked her facade now gone.

"I know what I said was wrong but it's a little hard for me to not see you as a villain but for Peter's sake and mine...I'll try", she smiled as she faced Peter and kissed him.

"Damn, Pete. I have no intention of letting you have Angie, she's mine", Bobby quipped.

"Great, now I'm gonna have Popsicle and web-head fighting over another girl", Logan sighed

"I'm good, he can have her", Peter smiled as Gwen and MJ mockingly hit him.

"What do we do with the things...clones...girls", Bobby smiled as the girls rolled his eyes at him.

"We take them with us, but for now keep them in stasis I don't want them freaking out till we land at the school", Logan answered as Jean nodded and lifted it with her telekinesis Laura stepped before Peter's first four girls and bowed slightly showing her respect.

"I am also now Peter's...lover", Laura added as the girls all shook their heads.

"Can I call you Hugh Hefner", Bobby yelled as the girls smiled a bit but held their laughs.

_At the mansion..._

The group had been back for a few hours now, Peter was outside on the yard eating with the pair of rescuers Gwen and MJ were asleep, clearly exhausted from the all niter and the lack of sleep during the whole nightlong escapade. Emma had chosen to watch over the two kids while she sipped her tea, enjoying the new found freedom she enjoyed since both Logan and Scott seemed to have taken their eyes of the blonde telepath. Since the issue was resolved Laura had sought out Logan to tell him that when Peter left tomorrow, she was going to accompany him back to help him with his new found nemesis issue. She had discussed it with Peter and it was agreed that he would know by the time he left the mansion, however with the way he took Kitty's declaration it was clear that Peter should not be there for the conversation. Unbeknownst to her Logan was going to ask that she that she back down and try and enjoy her new found life.

"Laura I want you to stay here, at least until I take out Weapon X. No one should ever have to go through what you did and it only makes it worse that you were...still a child", Logan sighed as they stepped out onto the terrace overlooking the school yard.

"I don't think I could do that Logan, it's fine here but ", she answered as both noticed how several students froze when they saw her.

"They're learn, I bet you could make friends with a few of the students and maybe even some of the faculty", he asked as the pair sat at a UN-occupied table.

"I plan on leaving with Peter", Laura answered as she turned to faced Logan.

"Say that again", Logan growled.

"I will leave with Peter", Laura repeated.

"He fuck you", Logan asked.

"Yes", she answered with a smile as she turned stood up when Peter ran to the SHIELD helicopter that was landing on the front drive way as Jean met them with multiple gurney's followed by several X-men.

"That little shit is dead", Logan growled and sprinted towards Peter.

"What the hell happened", Peter asked as he saw a bleeding and unconscious Ben, Julia with a broken arm, and a battered and bleeding Black Widow.

"He got help this time, this one called himself Carnage. The two of 'em took out the apartment. Ben's the worst and needs life support, we called Jean on our way here since the Helicopter is over DC at the moment", Julia groaned as she jumped off the helicopter.

"This was the closest prime medical location", Natasha answered as before jumping of and pulling the gurney that Ben rested on.

"Sorry Bro but can you not tell Anya that I'm here", Ben groaned.

Peter cried as he faced his brother's beaten body while he was trying to save the battered hero with mangled limbs.

Only the screams from the girls and a loud feral roar called out as Peter looked towards the clawed x-men , Wolverine running towards him. Suddenly the on-coming onslaught was suddenly smashed into the ground by a blinding flash. Laura had managed to knock him off course as he stumbled back up and resumed his charge as he soon began to feel a searing pain in his head, and then he tripped and landed face first in the yard. He turned back to see Kitty slowly rising from the ground, Emma standing in between himself and Peter(she looked terrified), and Laura standing there with her claws drawn.

"The hell you all defending web head for", Logan growled out.

"You seek to harm Peter, none of us can bare such a tragedy", Emma answered before a gulp, she wasn't sure if she could hold Logan back.

"Logan knock this off. You knew the same as I, why start a ruckus now", Jean growled.

"He's banging Laura, Kitty, and FROST, he's taking advantage of the situation. You gonna let him do that", Logan howled.

"He helped me Logan, if you attempt hurt him. I will kill you", Laura growled as Peter placed a hand on her shoulder.

"Girls, please. Not now, Ben's hurt badly, Peter said his voice breaking with every word.

"Let me look at him, we have everything we need here", Jean answered as she hastily pulled the gurney into the garage door.

"Jean's an incredible doctor", Kitty answered as she looked at Emma.

"Thanks, he'll be okay", Peter added as he hugged her tightly she let him hold her while he sobbed softly.

"Yeah, he'll be alright and back to his rock star like self in no time", Kitty answered as she phased her arms around him to hug him tightly.


	12. Chapter 12 War and Unrest Part 5

AN: Hey readers sorry about the random times the chapters are coming out but with now three of us working on them they get done much faster. Anyways still working on Spider-Ben, and the Power Ranger one which will not be a lemon(Perverts), but this is taking priority, so enjoy the latest chapter.

SPOILER ALERT= some one gets laid actually more than someone gets laid but that's just because it would just be playing with ones self it was alone. LoL lame jokes aside, please R&R

PS. More comic quotes

War and UnRest pt 5

Peter sighed as he stared at the battered trio from behind the window, his brother and sister were in worse condition than Natasha. The red head smiled and waved for him to come in, Peter gulped not really wanting to hear how much they blamed him but his body obeyed the gesture.

As he walked in he surveyed their damages, Natasha only had some lacerations that needed stitches and was the only one who was conscious at the time. Julia however was in far worse condition, besides for a cracked skull, a few broken ribs, and a fractured wrist, she had nearly had her legs ripped off. Lastly his brother was by far the worst, save for the hole in his skull, his ribs were fractured in several places, and both his arms were broken in several places. Along with those, his left appeared to have been stabbed by a needle, he had been stabbed in the gut, and finally his left leg had been nearly shattered.

"It's okay, we were beaten but are still alive", Natasha smiled at him.

"But Eddie, he thrashed you guys", was Peter's reply.

"Yeah, but...fuck this hurts. Your a hell of a better fighter than either of us, I mean the two of us hold back", Ben moaned.

"Besides, we naturally have healing factors. We should be good in a few days a week and a half at most", Julia smiled back at Peter, clearly hiding her pain.

"But this happened because of me, I'm so so-"

"Knock it off Pete, since vicodin isn't working for us I can't deal with your everything is my fault thing or my responsibility thing", Ben growled.

"You will worsen your injuries if you attempt to move in your current state", Laura answered.

"What no love for your future brother in law", Ben laughed before cringing in pain.

"You will be alright, I am more of concerned with Peter", Laura smiled, "Are you alright?"

"Not really", he sighed as she intertwined her fingers with his and then lifted his hand placing soft kisses on it.

"Awwwe, she's trying to make you feel better", Ben laughed before groaning in pain.

"Serves you right for teasing her", Peter smiled.

"Peter, we're fine. Laura, the others told me your new. Give him some "private time"", Natasha smiled.

"You mean sex, the release of endorphins would help him relax", Laura answered as she looked at him.

"I'm not really in the mood right now, besides I need to take on that bastard and end this before anyone else gets hurt", Peter answered.

Laura grabbed his head and kissed him hard like usual, trying her best to overcome his distraught with everything she had. Although she was his main focus at the moment she could see him trying to veer his head and pull away, weak as the attempts were she knew he needed to be away.

Laura slammed him into the Lockers as she kissed Peter, ever since she had locked themselves in the locker room used by the students. Peter found him trying to one up the brunette more and more as she was using every bit she had to seduce him, from her past as a "host". Peter then flipped them around so that she was against the lockers and by the gleam in his eye, Laura could see she succeeded in her mission. He dropped his pants kicking them off leaving only his socks while she did the same. With a wicked smile she grabbed his t-shirt, throwing it away from them not really caring where it landed. Peter smiled as he raised her blouse just enough over her modest bosom as he started to climb on the lockers and towards the ceiling. Laura kissed him hard once again as she wrapped her legs around his waist and proceeded to bounce herself as he climbed higher and higher.

_In Logan's Basement office..._

Logan felt the urge come up, he knew what it was and slowly raised out of his chair putting down his beer. However Jean stopped him, she straddled his lap and licked her lips feeling emboldened with admitting her feelings to Logan. Jean stared into Logan's eyes for a few moments before kissing him softly, she loved him more than anything and right now she wanted nothing more than to show ol' Canucklehead. Logan tasted Jean's lips and found himself savoring the taste immeditley as she found herself grinding against him trying to take him, not caring about anything else than having sex with the man she needed and loved. Standing in the door torn was Betsy between lust and heartbroken, she found herself frozen, the let out a squeak. Both immediately turned to her and she felt herself scared in the first time in several years.

Logan was the entire reason she joined the x-men and the one person who she knew she could trust. She gulped and prepared herself to bolt but as she tried to make a move she found herself unable to, she felt herself float a inch in the air before slowly drifting towards the pair.

"Jean, you don't have to-", Logan was interrupted by Jean giving him another kiss.

"I want this as much as you right now", Jean answered as she slowly drifted away to allow the British possessing asian to kiss Logan while she ground herself against him.

Logan was honest, at least with those he saw as his family and both of these girls. Well what straight man would not think about having a threesome with both psychic heroines. Jean smiled and raked her fingers through Betsy's hair as she bit her lip watching the pair kiss while she sat on Logan's lap or rather grinded on his lap. Logan smiled at the actions as Betsy pulled away to allow Jean another taste of Logan's lips. While Jean was kissing him the trio were pulled back along with the chair they or rather Logan was sitting in. Logan found himself pulled up and held allowing him to focus all his attention on the pair, Jean stood at his left side and kissed him while her left hand reached under his shirt while her back racked his back feeling every muscle on his body. Betsy dropped to her knees before freeing his already hardened dick and began to devour it with feverish intensity. Logan's left hand immediately latched on to Jean's right breast resulting in a pleasure filled moan as he right pet Betsy's hair as she devoured him. He soon felt a familiar pinch and grunted while him and Jean were still sucking face as Betsy swallowed the "treat" all herself. Betsy found herself dripping as she played with herself before leaned against his desk as she pulled her pants down giving both a full view of her dripping snatch. Logan smiled as he grabbed onto her haunches before he started pounding away, resulting in the asian screaming Logan's praises. Jean found herself immediately aroused as she ripped opened her buttoned blouse and kneaded her breast with one hand while fingering herself with the other at the sight. Logan soon released his load into the asian as Jean found herself lining up nest to Betsy who was now dangling on his desk in a blissful stupor. Jean however laid her back on his desk so the two could see and feel each others love as he passionately made love to Jean.

_Elsewhere in the Mansion_

Gwen and MJ immediatly tensed up as they felt their hormones react to Peter's with immediate results, while Kitty and Felicia disappeared for some private girl time. Emma found herself annoyed but the blast of Pheromones seemed to blast the last of her memories back into focus, along with feelings and thoughts of being with Peter in the most "passionate of ways. But seeing as Hank was working on nearly done bring the five blonde girls out of their recessive state, she knew she needed to be there.

"Um, I remember them. They are called the Stepford Cuckoos and their Shaw's answer to controlling the Phoenix, along with myself that is", Emma answered as she tried to ignore her "primal thoughts".

"Ah, so are all the memories back yet", Hank smiled as he continued to type away on on his keyboard.

"Not quite", Emma answered bashfully, trying to hide her true self.

"I understand your hesitance to trust us but lyeing is not going to help, we won't kick you out unless you try something dreadfully evil", Hank smiled as Emma gasped, "But with your emotions for Peter, I doubt you would betray his trust."

"I just got them back", Emma cursed.

"Figured as much, the way you carry yourself. It's slowly becoming the same way", Hank answered again not looking away from the screen, "I won't sell you out to Logan but just so you know, you proved your loyalty to the X-men and sense of justice when you helped Peter us save the girls."

"Thank you, Peter is the first I wish to tell. I can't believe I fell for some bumbling do-gooder with a hero complex", Emma answered as suddenly the five girls' eyes shot open.

"Their awake, you should contact Logan", Emma answered promptly not wanting to share herself anymore.

"Right, Loga-ah", Hank immediately found himself in shock over what he had just heard on his ear piece while Emma eyed the blue hair covered man surprised to see him able to blush.

_Back in Logan's office..._

Logan sighed as he looked at both panting girls on his desk, he was gonna kill(okay, he couldn't do that to Laura or Kitty, but maim at least) Peter Parker. But only after seeing what Hank had called about, sometime the fur-ball had the worst timing. A soft hand on his rough skin made him stop as Jean was slowly trying to fix her shirt but unable to.

"Don't hurt him, I'm kinda glad his "condition" triggered, I've wanted to do that for a long time", the red head smiled.

"But I don't like being played with", Logan growled, "Besides, what about you two?"

"I am fine with it, Jean is as well", she smiled.

"She's right, I mean it's kinda you, the three of us have been through some very dysfunctional relationships and we know what it's like for each other. Besides, if she is with you then I know you'll come back", Jean argued.

"But", Logan shook his head, "Summers."

"Look it devastated me after all he said but ever since his "thing" with Maddie, well I wasn't the kind of person he needed. I'm past that now, I want to be with you and Betsy loves you the same as me. I mean she joined us just because of you, what right do I have to take you away from her", Jean answered as she grabbed his shirt and put it on herself while using her telekinesis.

"Fine with me, Logan do you have another beer", Betsy smiled as she reached into his desk and puled out a ice cold beer.

"Now I'm gonna take a quick shower, get some fresh clothes on. See you in Hank's office", Jean smiled as she gave Logan a quick peck.

"Damn, at least Web-head is spreading the love", Logan sighed as the brunette pulled out a beer for him offering it as she drank hers.

Logan entered Hank's lab only to find the blue man smiling happily at him, his growl made several people flinch as he leaned on the wall. Logan sighed when Peter and his harem entourage were there as well as Cyclops, Rogue, and Colossus. However the sight he did not expect was five identical blondes wearing the same white dress.

"Took you long enough Logan", Scott smiled as Rogue softly hit him in the arm.

"Excuse me Emma, but could you stop have such sweaty and improper thoughts about Peter Parker", one of the five glared.

"What do you got Hank", Logan sighed trying ignore the love sick girls.

"From what we gathered, their genetic clones of Emma here. It seems they were made to assist in Emma stealing the Phoenix power from our dear Jean here.

"I no longer desire the phoenix, they seem to be around six years in maturity but Emma says that this is a recent project only about six months old.

"So the only answer then is what to do with them, maybe Fury could forge some identities or something", Peter explained.

"They need to know how to control and use their powers", Scott answered.

"No, their kids. Not soldiers, they should live to be happy girls. Who play with dolls and such", Logan growled out.

"I agree, number five or as Emma has come to call me "Sophie", I want to learn how to control my powers and help people", one answered as she walked up to Scott and Rogue.

"Logan, calm down. Look Scott maybe a bit more militaristic than you but he won't send a little girl to kill people", Jean answered as she entered the room with her hair still wet.

"Can I stay with Emma then, she has always been a mother to me and I have always thought of her as such. My name is Celeste", another answered as she looked at Logan.

"She's not exactly well at the moment", Logan answered as the girl began to pout, "I promise I won't do anything, you can even stop my power like you were thinking. But I just want to be a normal girl", another answered.

You two really want to sign up with the losers, these are our enemies and for one our so called mother is head over heels for this freak who is with six other women. I for one would rather die than me a silly X-man or pretending to be normal. We are the future and we must rise up and take our place

"Someone needs a time out", Peter muttered as the one (that talked about Emma and Peter) shot him a glare.

"Shut it Spider-Dork", the obviously darker minded one glared, "Why do you love an idiot?"

"Can I call you father", Celeste smiled as she faced Peter, "Mother loves you a lot and thinks about simply being next to you more than actually having sex with you."

"Ugh, well that's a little um", Peter blushed before seeing the girl frown at knowing what to tell the little girl. 

"Great, this will be fun. Look why don't we discuss this in a more open room, ramped here and I can't stand the smell of the stuff they were in", Logan growled as he stomped out followed by Jean.

_Back in New York_

Eddie was fuming who ever this "Carnage" guy was, it was clear he was insane. Eddie just wanted revenge on peter and prove to MJ that she needed a real man to be with him. However since they had disappeared along with Peter Carnage was happy causing chaos, in fact he reminded Eddie of how a viking would act slaughter, rape, and maim just about anyone came across his path. Since they had destroyed Pete's home to no avail Carnage was itching for a good old fashioned brawl. This was going so much farther than Eddie wanted to go but with Osbourne calling the shots there was little he could do. He sighed as he paced back and forth debating which was the lesser evil, with a grim smile he found that peter although one of the worst people he ever knew was less evil, even if only by a small amount.

"What's the matter, Venom. No now your Brock", a skinny red headed psycho laughed.

"Shut it, Cassidy", Eddie growled as he felt his rage boiling.

"No, not anymore. It's Carnage", the psycho laughed.

"Indeed", Eddie smiled as he walked out the door tired of hearing the insane man speak.

_The Mansion..._

After a two hour discussion with the two different X-men parties, and the Spider family a decision was finally reached but just barely. Celeste would stay with Emma under Peter's supervision and with Emma's and the other girls' permission Peter was her father or Daddy. Esme would stay at the school and be monitored by several members of Logan's team. The third who called herself Mindee was going to stay with Logan with Jean as her mentor and student. Phoebe was going to with Scott and Rogue along with Sophie who wanted to learn about their power. Currently Peter was web-zipping while holding onto the younger blonde who was yelling about how fast they were going.

Gwen and MJ were at the firing range in the basement practicing while the babies slept in the cribs, both wanting to get as good as they could to help Peter while he was doing his "hero" thing. While Laura had overtaken Emma with training them in the use of fire arms, as well as bonding with the other girls which seemed to make Peter happy. The two obviously wanted to become members of the team and Laura would help them as long as the didn't weaken Peter or the team. And it was clear that the two were skilled with their fire arms and knew how to handle themselves. Laura would soon switch to close combat drills in order to fully as certain if they could function along side he others girls on Peter's team.

_Later on that night..._

Peter was preparing to once again to head out, this time to stop Venom once and for all and teach that bastard to leave his family alone. Peter was using a new suit that Gwen decided to work on since peter re-assumed the mantle as Spider-man. The suit was black and had a green spider and eyes and since Venom wouldn't trigger his spider-sense and the suit would cloak itself. As he slipped on the hood the door opened revealing Laura wearing her white stripped black suit and with a bandit mask on her face.

"I'm going out", Peter answered as Laura zipped up her leather jacket.

"I am coming along", she answered and inspected herself in her X-men uniform before latching onto his back.

"Same here, look I fought those things before and you could use someone with experience", Natasha answered as she wore her black suit.

She smiled as she raised her wrists and showed off her web shooters with a devious smile as she opened his window. And soon they were already on their way to the local airport to use Natasha's standing to "borrow" a plane and head for New York to do some recon before he went after the two.

Once they landed the three web slung to the higher buildings to get a view, however shortly after they found two red shapes fighting one another. The three (Laura clutching Peter) sped towards the streets to as Natasha with her lenses identified one as Carnage and the other as The Daredevil and the two were fighting and destroying half a city block in the process.

Laura hit let go an slammed into the red colored simbiote as Daredevil was stunned at her actions.

"Why is an X-men here, is he a mutant", Daredevil asked as Peter slammed into him. The sight of his former flame Natasha Romanov however answered that question, her shots at the clawed menace searing his darts in to ooze like flesh. The thing howled in pain as the heated darts seemed to do the most damage. Several tendrils shot out reminding him of the spider and he wondered if this was somehow involved with the thing with Kraven. It dawned on him, sound and heat. Those were it, their weaknesses.

"Do you have any sonic weapons, they were too. That's what we have to use", Peter answered back.

Carnage shrieked as more heat darts slammed causing him to flee.

"Thank you for the assistance, Spider-man, X-23...Widow", Daredevil smiled.

"Assistance, we did everything", Peter answered back, "We need to follow after."

"We should rest, you're out of breath and Black Widow is nearly out of rounds.

Venom landed on the roof intent to speak until Peter saw red as he slammed his fist into Eddie's face over and over. Laura impaling his arms so he couldn't move and Natasha using heat based weaponry that seemed extremely effective against the mono-chromed wall crawler.

"You hurt my sister", Peter yelled as he slammed Eddie into a wall then the ground and then slingshot-ting himself at Venom, "You hurt my brother and most of all you hurt Natasha!"

Laura followed suite, having spent hours watching him fight against various threats as well as enemies she learned his style. In short she had adopted a style that allowed her to attack as well with out either taking an attack from the other. Natasha supported them with mid range fire, her skills and abilities forged in her past as a spy, honed during her three years as an operative of SHIELD, and then mastered as an Avenger. Darts fired in the simbiote covering his chest and arms as Peter bashed, pummeled, and wailed on the bigger brute. Laura slashed at him with her claws, blood splashing on her and Peter as it mixed with the simbiote's black ooze.

Both men were sweaty and out of breath, both suffering bruises and lacerations(although Venom was worse. Before Eddie he remembered why he had come.

"Look before I rip you apart I...we need to stop Carnage. He's unpredictable and we have to stop him", Eddie yelled as the mask fully receded.

"Laa...Talon stop", Peter said as Eddie found the girl holding her claws right behind him.

"He's right look, we all fought him and Carnage is worse. For now leave him be", Peter sighed as he hit the near by vent putting a huge hole in it.

"Fine, but if he even tries something I will kill him", Laura said as her foot claws receded but her knuckle claws stayed.

"I hope you know what your doing kid", Daredevil answered back.

"I have to do this, to stop him and whoever started this whole thing", peter answered as Daredevil nodded at his words.

Natasha smiled at his maturity and made a note to tell Fury of his progress, in her opinion he was more than ready to assume the mantle as an Avenger. She approached him with her new found idea and gave him a affectionate kiss and a tight hug. He smiled as he looked at Eddie, before writing a note and throwing it at Eddie. Eddie picked it up with a growl before reading it and sped off.

_Hours later at the Mansion..._

Peter landed on the grounds to a sight of a fuming Emma, she crossed his arms and let out a loud sigh. As she eyed the group of three with a glare that made peter fear for his life(knowing the female wrath), he gulped as she rolled her eyes and huffed.

"You said you weren't going to fight him alone", Emma growled.

"I was with him along side Natasha, we were winning until Carnage forced us to combine forces", Laura answered as Natasha landed.

"Peter, please don't hide things like this from me", Emma answered as she looked at the ground, "I remember everything and have been playing the scared little girl ever since the girls awoke."

"I know, your attitude changed. I figured you had a good enough reason so I left you alone", Peter smiled.

"I do know how to pick 'em", Emma smiled as she looked at Peter.

Visions flew by in her head as she read his mind picking up everything that he willed her to see, her eyes shooting open at the realization that Peter and Eddie were teaming up to fight Carnage. She looked at him concern the only emotions in her eyes, he nodded as she took a deep breath.

"So a certain little girl waited up all night for her daddy, it appears she is quite powerful", Emma said as she walked ahead of them, "She might even be as strong as myself as shocking as that might be."

"Yeah, I'll go tell her how sorry I am", Peter answered her.

_In the Mourning..._

Peter awoke to the soft mumbling of his two children, he felt a ball of warmth on his chest as he opened his eyes. Little Celeste had fallen asleep after he had said his apology, she slowly rose up as she looked at the two older women and cringed into Peter. Her past of abuse reflected in her eyes as she growled just loud enough for Peter to hear her. He felt Natasha, Laura, and Emma stir, Natasha to the right, Laura to the left, and Emma one arm wrapped around the little blonde was laying on Peter and Laura. Peter winced at the look Gwen and MJ were giving him, he already knew they were mad about last night.

"Have fun", MJ broke the silence first.

"No, but I couldn't stay here. I had to go out and protect my family. I did learn that it wasn't Eddie that hurt the twins", Peter answered back, "It was Carnage, I know you two still see him as our older brother. I thought you should know."

"So sneaking off by yourself is really the answer", Gwen asked.

"No, he went with Laura and Natasha apparently. I already checked our little deviant for injuries, nothing serious though. Just some bruises and some lacerations on his arms, mostly anyways", Emma answered as she rose up revealing her only attire as a buttoned shirt.

"You should take it easy speaking that way, Logan still doesn't know and he is prone to outbursts", Kitty sighed.

"Next time, I'm coming too alright", Felicia glared at Peter.

"About that", Peter sighed, "Celeste, can you go play with your sisters", Peter sighed as the little blonde nodded, hopped off the bed, and ran out the door.

AAN: There will be a Venom vs Spidey fight, due to the fact that they still are pissed at one another and you can't put two enemies together and have them be best buds all of a sudden.


	13. Chapter 13 War and Unrest Part 6

War and Un-Rest pt 6

Peter sighed as he saw MJ with Eddie head in the building, ever since the truce was formed with Eddie he revealed that Harry and Norman were the ones who gave him the simbiote. MJ was going to play the girl who wanted Gwen out of the way. Peter was against this all the way since the beginning but when all the girls united against him, stating that it was their family too. Emma was linking MJ's thoughts with Peter's allowing him to know what was going on in her mind. Gwen was on the other side of the building hiding in a vantage point where she could monitor the situation, while Felicia, Kitty and Laura were infiltrating the building. Peter was on top of the building in his stealth suit using his spider-sense to detect any threats that came from outside.

"I see her", Gwen's voice came over the intercoms.

"I'm making progress through the vents", Kitty whispered.

"You alright, Baby", Felicia answered back

"Target sighted", Laura answered.

Emma rolled her eyes as she scanned the mind of everyone who approached while leaning against the sigh of Osbourne Industries while she smoked a cigarette. She manipulated a local worker to make out with her playing the seduced high school lover of a local man. Peter had to admit watching the blonde while she was practically tongue raped by a balding man was disturbing but he instantly felt her presence in his mind.

"This man is bloody awful, I believe he is attempting to taste the contents of my stomach", her voice snarled in his head causing him to smirk smirked.

"Your fault", Peter answered as she started to kiss the man more forcibly.

"She's talking to Harry", Kitty answered over the intercom.

"Everything's fine, she's doing well. I guess she might be alright on Broadway", Emma's voice echoed in his head.

After the meeting MJ said she was going back, before anyone noticed they were gone. Once they were away and in the hotel suite, she burst into tears in Gwen's arms stating how sorry she was for saying all the hurtful things. Gwen assured her that she knew it had to be done and the two would be best friends forever and nothing would ever change that. Kitty and Felicia did their best to help the distressed red head since they four of them were sisters, the sight made Peter smile. Natasha smiled as she wrapped her arms around him, taking full advantage of the fact that Peter was alone.

"Quite the harem your building", she answered him.

"Good thing I'm a superhero then, cause I think all of you would kill a normal man", Peter answered back as she kissed the crook of his neck.

"That's why or rather how you have us all intrusted", Emma answered as she exited the bathroom dry and wearing a nothing but lingerie

"You know, when your dressed like that you look like a dominatrix or some evil master mind", Peter answered as she smirked.

"I used to be", Emma answered, "Remember."

"So the whole dominatrix thing, that may be unfortunate cause I'm not good with boot licking", he answered

"I 'm afraid that although watching you seek to chive my every whim is attractive, the sight of seeing you lick my boots is rather...unsatisfying", Emma teased back as she slowly put on a rather revealing top and tights so tight, Peter was surprised she could nave with them on.

"Someone is coming", Laura answered as her claws shot out.

"It's just room service or something", Felicia sighed as Peter's spider-sense blared as he webbed the girls back.

"I see Venom went to you, I knew the spineless oaf could not be trusted", a red headed murdering psychopath named Cetus Cassidy, snickered as suddenly a red simbiote covered his body, "You can call me Carnage."

Natasha immediately fired several flame blasts from he wrist shooters as Gwen grabbed a shot gun with incendiary rounds. MJ yelped as suddenly red tendrils lashed out at her, hiding from behind the bed and firing a handgun with specialized rounds. Laura sped towards Carnage, dodging the tendrils easily as she slashed at them as she passed. Each slashed tendril lashing out like a fish out of water before melting away into red goo.

Emma tried to attack the creature mentally the the pure UN-analyzable chaos in his head it would take some time. Kitty immediately went for the others gad jest, her phasing ability made her the prime candidate and she would succeed. Felicia only had a sonic emitter made for her by Gwen so she could fight as well. She activated it only to have carnage howl in pain and flee from the assault, Peter shoved on a black mask and sped after him, leaved the girls to chase after him.

However the sight as the trio ran after him they were met by a few men and women who were stuttering and moaning as they turned to face the girls. Laura chose to lead the charge as she drew her claws. She had to hold, Peter always saved the criminals and never killed them. She would follow his way of life to help protect his dreams, his family, and everything else that mattered to him.

Emma blasted several of the mutants with metal blasts dis-baling the other men with ease as she smiled. Being one of the good guys didn't mean she had to play nice and god damn it, she she would have fun beating up the now mindless beasts.

Back with Peter..

Carnage growled at Peter not liking how he could catch up, whoever this Parker brat was he would have to die. He seemed much more rational than either him or even Venom, that pissed him off and god damn him, the little shit was going to die for it. And better yet he seemed to know this city better than even the other Spider-man could. Carnage had his simbiote and with that he was unstoppable and able to unlock any carnage he ever wanted to, the way people screamed and the way the blood felt. God it was ecstatic Carnage then used hews tendril s to slingshot himself into the web-head and slashed him across the chest, with his achievement Carnage howled in victory as suddenly Venom roared in anger.

"We can't let you have him, we must kill him", Venom roared as he slashed at Carnage lost in his rage and malice.

"Knock it off, pansy. Just sucking die already" Carnage yelled as he slashed at Venom.

"Pathetic, to think you came from us", Venom roared as Carnage fled followed by Venom..

"We should rest up and gather our strength", Emma's voice echoed in their thoughts, Peter nodded as he faced them knowing he was almost out of webbing cartridges and his suit needed to recharge.

After following the former thief back to a local safe The group went to a local safe house Felicia had set up if she was ever "trapped" while on a mission. For everyone save Felicia and Emma, it was a rather expensive and large suite with several black cats that meowed at the arrival of their mistress.

"Wow, never thought you'd be a cat lady", MJ teased as she entered the lavish room.

"I thinks it's cute, besides we know Momma has a very fluffy center", Kitty smiled as she cuddled against Felicia.

"Why can't they we have come here in the first place", Emma sighed as she went to the tub and prepared herself for a rather long soak.

"Peter", Gwen whispered weakly as she clung to him.

Mk gave the pair some alone time while she talked with Laura about various topics, Gwen smiled and gave her best friend turned sister a silent thank you. Peter took Gwen to the back room and the queen sized bed that awaited them. Gwen kissed Peter letting her love flow into her kiss as he inserted himself into her slowly, she needed him and his body. The one regret she had though was that was not sure if she was ready for sex, sure jean had given her the okay but still she was a little hesitant to go all the way. Peter smiled as he could feel her need by simply looking at her, he softly brushed her cheek with his hand. After some soothing words he slowly began to pet her "lower lips", softly and then gradually longer and stronger strides. But he was always careful with his "geeky love", it was one the reasons she loved him so much. He never forced anything on any of them, as he began to tease her clitoris she moaned with ecstasy Sometimes it was like he knew exactly how to pales them in the best way, she clutched the pillows with her hands before quickly climaxing. Peter smiled as he slowly started to rise up her body leaving a trail of soft kisses until he reached her mouth. After a silent good night, Gwen drifted into sleep before Peter kissed her head softly As Peter rose up off the bed, Emma was watching him smile softly.

"You really are an idiot, you know that", Emma smiled as she rose up.

"I already came to terms with me be idiot, don't you have to come to terms with loving an idiot", Peter teased back.

"Unfortunately I fell for you idiotic charms", Emma teased back before she kissed him.

"I guess I was actually kind of lucky to get that little pheromone thing then huh", Peter smiled

"How about we head to another room", Emma implied as she gave her ass a little shake with both his hands firmly attached.

She took his hand and led them across the main room to the training room Felicia had set up. MJ was teaching MJ how to fight with Kitty giving her two cents about the matter, Kitty and MJ both smirked as Emma had the smile they all knew. Felicia simply smiled and told him to have fun, Laura was working on making dinner for the group. Ever since she had helped Jean and Peter with dinner a few times, Felicia and MJ went to get a bottle of water followed by Kitty.

"You seem to be well adjusted to this whole "family thing", Felicia asked before taking a sip from a bottle.

"Peter is a strong, capable, and affectionate young man. If he wishes to peruse sexual encounters with other women, why should I interfere. He gave me, I admit that I want to be with him and value my time with him", Laura answered her eyes not leaving the vegetables she was dicing, "I do get jealous, I prefer when he's like that with me."

"We all feel that way at times, it comes with the whole polygamy deal Pete's running", Felicia smiled.

"I have known as much", Laura answered, "You all were with him longer than I have been with him."

"It's okay to admit it, look. If you beer get lonely just tell one of us, we can help you out with everything", Kitty answered.

"It that a Lutheranism for sex", she asked turning around.

"Sorry, but I only have Unitarianisms with Peter and Kitty", Felicia giggled as the group burst into laughs.

Peter was sitting on a bench with Emma jumping up on and down on his lap, she kissed him lustfully needing release more than anything at the present moment. She leaned back and peter shoved his face in between her bountiful c-sized breasts. She giggled as he vibrated his face into her rack. He pulled his head back and she proceed to kiss his jawbone, she led a trail of blue kisses to the crook of his neck. With a sharp pinch she left a rather large mark, she giggled again admiring her work as she hopped up and down. He looked at her lips and smirked at her now sneered lipstick, she gave a fax pout at before she gave his lip a hard nip. He jumped slightly at the bit of pain as she gave another smirk before wrapping her arms around his neck, god she was close. Her mouth was next to his ear, she whispered something into his ear that made him reach his limit

The pair exited as Emma made her way back to the restroom to clean herself and make herself proper. Felicia gave him a smirk and leaned her heads towards the brunette in the kitchen who was drinking some coffee from a hot mug. MJ smiled as she exited said kitchen with two hot mugs in her hand and let out a soft laugh. She sighed as she handed them to Kitty.

"Take these, me and blue boy need a shower", she smiled as she pushed him towards the restroom once Emma walked out with a happy(I got laid) face.

Minutes later...

Both were in the shower, having been their countless shared shower ever since little May was conceived. MJ turned to wash his back before choosing to speak.

"Thanks for taking care of Gwen", she whispered before giving a tight hug from behind.

"Of course, why wouldn't I", Peter answered.

"I mean...you know. We both kind of feared that we were losing touch with you and everything", MJ answered as she gave him a tight hug.

"NEVER", Peter growled cuing MJ to laugh.

"No I mean it's good that your still the same geeky wall crawling lover boy we all know and love", she purred back.

"Yeah I hues things are a little weird...well a little weird for me from last year", Peter sighed as the water slide down his body.

"Yeah, but you know after everything it good that you didn't let this go to your head", MJ smiled as she clung to his back before reaching towards his "little friend".

After a rather "relaxing" shower with MJ the two exited with Kitty and Felicia taking a nap while Emma was searching for any threats while the others recuperated MJ went to lay down on the bed with Gwen while Peter went to get a drink.

"You know you should really take it easy", Emma sighed while reading a book.

"Yeah, guess you wanna rest up for a bit", Peter sighed before taking a sip.

"No, but come lay your head on my lap. The bed is filled with your other ladies and you need rest", Emma answered her eyes not leaving the book.

Peter smiled as he took a peak at Emma who was smiling as she toyed with his hair while she read a book. A tale of two Cities a bit more contumacious for her shared lover but she had a thing for true literature as she called it.

As the group prepared for another venture out in the city Gwen took Felicia off to the side while Gwen the other girls distracted Peter with the new "Gear", Gwen had made.

"Look your hot and everything but I gotta get Peter's and Kitty's permission", Felicia sighed.

"I want to give you this", Gwen smiled handing a small black remote, "It's a sonic device, theta everyone calls Screamers. Use it to take out Ca range and Venom if things get bad, your the only one who can follow after Peter if the fight moves away from us."

"Yeah, I can do that", Felicia answered as she slipped the small remote into her glove.

"Don't tell Peter", Gwen answered as she walked away.

After everyone was set the girls nodded for the end of this after a loud thud on the roof signaled their temporary ally's arrival. Peter pulled her mask over as he turned to face his girls. MJ and Gwen put on masks with breathers to protect them from any kind of poises and toxins. Each girl hid their "Screamer", before heading up stairs to the roof.

Venom's face receded revealing Eddie Brock's face as he pointed down the street to a cackling and heckling Ca range Each let out a deep sigh as a horde of crazed people followed after the Crimson villain

Venom tackled Carnage showing no remorse for the crazed innocents. Peter slung himself into the fight ready to face both of them by himself to keep the girls safe or rather safer against the minions that Carnage wrought.

Hordes of crazed men ran at them, Emma took a big breath before attacking their minds but the numbers seemed endless. Though she would never admit it she was happy that the other girls were with her and Peter. Laura's abilities were the ones she was most worried about but she was actually the most skilled.

Gwen was the second story with her rifles taking down the crazed minions without killing them, Peter always came back and she had to trust his abilities. MJ was next to Gwen firing along side her, they needed this building safe for the surrounding civilians untainted by Carnage's insanity. And to support Felicia, Kitty, Emma, and Laura from a distance. Out of the four melee girls Felicia was having the most ease with subduing the "crazies" as she called them, her sparring and longer service with Peter helped her master a whole new set of disabling skills.

Carnage laughed psychosocial as hi ran at venom, his enraged minions would cause so much glorious chaos. Carnage was suddenly tackled by Venom and thrown through a window before Venom jumped on him and began to pummel Spider-Man with a flurry of punches and slashes. Peter tucked in his legs and kicked Venom off of him only to have Carnage re-new his assault on the web-head.

Peter knew he couldn't die, no way in hell would he leave his family behind, he was going to live on and win. Peter looked at the gasoline and webbed it before slamming it into the walls, ceiling, and floor, Venom receded and let Eddie take over to have him throw his hippo lighter ND the simbiote jump of Cetus and towards the only dry spot left, Eddie. In an instant Venom resurfaced and absorbed Carnage.

"Finally we are complete", Venom laughed as Peter slammed Cetus through the window and into the wall, webbing him tightly.

"You could have killed him", Spider-man yelled back.

"Come get us, Petey", Venom taunted.

Peter landed on the roof as he faced the bigger arachnid, adrenaline coursing in his veins. He was going to end this, with a near silent prayer from Felicia he ran at Venom as the Black Cat hugged it tightly.

"YOU IDIOT, YOU REALLY THINK I'LL JUST LET YOU TAKE THEM", Peter yelled as his fist slammed into Eddie's face.

"You think you can do this solo", Eddie cackled.

Felicia felt her heartbreaking with each of the attacks Peter took, the only thing keeping her in place was Peter's words. But she kept her sonic generator at the ready, the moment it looked like peter was about to lose. But it was clear, she was the one he needed right now. Gwen and MJ would try and break up the fight along with Kitty. And Emma and Laura would intervene and that would only postpone the duel, keeping the two as enemies.

Venom grabbed Peter and threw him into a near by air conditioner as Peter used his higher dentistry webbing to web the brute into a cocoon, locking him in place. So that Peter could kick him with a web slingshot, venom struggled against the stronger webbing and was surprised when he could not break it. Peter slammed into the enraged villain and proceeded to wail on him. Venn om howl in hanger as he ripped the webbing apart.

"Hulk smash", Peter answered to himself only to have Venom pick up Peter by the head and slam him into the ground. Felicia felt her will to stand by waning before Peter called out for her to stop. She nodded this was all part of the plan, she wanted to look away but she had to look. She flinched when Peter turned back to Felicia to gather his strength with a nod he dropped to his knees.

"I surrender...you proved it I'm nothing without you", Peter said as Venom laughed before the simbiote dropped off Eddie and moved towards Peter.

"No wait...I...need you", Eddie roared as he fell to his knees.

"It's over", Peter smiled as he used the suction flask to suck up the simbiote.

Eddie went to charge Peter and free his partner only to have Felicia slam him into the ground, before knocking him out and binding his arms in her steel cord. Peter set out a laugh prompting her to eye him warily before giving him a pout.

Peter took a step back before pulling off his mask as he walked towards Felicia, her face mixed with love and fear, admiration and dislike, and lastly lust and sadness. He slowly made his way towards her think the worse until she leap into his arms and kissing him fiercely

"Now never ask me to just stand by again, I can't watch you get you as-", Peter silenced Felecia with a kiss as she shifted her wight onto him and he fell back with a thud. The two lost in the kiss as Felicia gave him everything tee could, until Nick Fury in a black clad garbed approached the pair.

"Well, well. Mr. Parker. You did a hell of job since re-assuming the mantle", Fury said as he nudged the pair with his foot.

"Thanks, coming from you that's a complement I guess", Peter smiled.

"You did all of thin a a couple of weeks, even mossy Avengers aren't on that level"

"You mean, I can enter the Avengers Academy", Peter smiled.

"No, your an Avenger. You proved yourself the same as the other heroes", Fury added as he walked away.

THE END...


End file.
